Lock Eleven
by RenkonNairu
Summary: Ben 10k timeline. Takes place almost right where the episode "Ken 10" leaves off. (Dark-Gwevin, future AU.) Kevin finds his way back out of the Null Void (again) and tries to take Devlin back. Desperate to keep the child away from his evil father, Gwen makes a deal with Kevin to allow Devlin to stay with the Tennysons. (No one is "good". The kids are the only "not-bad" characters)
1. Homecoming

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter One: Homecoming

"I'm really flattered that the first person you wanted to see after you got back was me." Cooper said, rolling over in the bed to watch her redress.

Gwendolyn muttered something noncommittal. She hadn't really come here out of any great desire to see him over her family first thing after arriving back on Earth. It was just that it had been a while since she'd last had a good tumble and Cooper was almost always available for her. He made himself available for her. Which, if she was actually ever honest with herself, was pretty unfair to him and Gwendolyn _should_ feel bad about it.

Cooper was practically in love with her. Had been since they were kids, actually. Since before they even knew what their parts were for and how to fit them together oh so pleasurably. But Gwendolyn did not share those romantic inclinations. Not towards Cooper, or any of the men she'd been with ever, not really. Not since her first. She learned her lesson and didn't need to learn it twice. She didn't need a repeat of Michael.

Oh, she tried falling in love. When she was younger. Still in her teens and early twenties, new to the dating game and naively brainwashed by Disney. She fell easily and fell hard. But that was a long time ago. Gwendolyn was older now, and jaded. She understood that sex and love were not the same thing and that it was entirely possible to have one without the accompaniment of the other. She had sex with Cooper, but she did not love him. The arrangement was supposed to be casual. Recreational. And Cooper was supposed to understand that.

But every now and again, she would pull something like this. Something innocent that Gwendolyn didn't think much of at the time, but that he would read more into. See something that wasn't there. Like right now.

As soon as she got back plant side, was debriefed, and free to go, instead of returning home to see her cousin and meet the new addition adopted into the family, she came to Cooper for a bit of hot, sticky, recreational sex.

To Gwendolyn it meant nothing.

To Cooper it said he meant more to her than anyone else.

Which was completely untrue. But that was the way he thought. That was the way most men thought, actually, and it was annoying. It was the main reason Gwendolyn was forced to end the good majority of her casual arrangements. They stopped being casual. They got to attached to her. They all got to attached and started entertaining ideas of being more than what they were -workout partners, exercise buddies, friends with benefits. They started to fall in love and imagined she was in love in return.

Gwendolyn had hoped that things would be different with Cooper. Yes, he was already in love with her before this arrangement started. But he was also intelligent enough to understand that the arrangement was out of a biological imperative. An instinctual desire ingrained in all members of the species. Humans were sexual beings and as such they craves sex. That did not mean that they had to fall in love to have it, or that they were in love with every person they had it with. Gwendolyn thought Cooper understood this. But apparently she was wrong.

"Your place was closer and I wanted a shower." She replied in an attempt to remind him that what they just did was supposed to be meaningless.

"Hm. And after that shower we went and got all dirty again." He smiled as she pulled her shirt down over her breasts, concealing the bite marks he'd left there. "Maybe we should take another shower."

"I'm already running late." She informed him, sitting down on the bed to pull her boots on. "You take forever to cum."

He sat up in bed.

Wrapping his arms around her, Cooper pulled Gwendolyn back down to lay with him, trailing butterfly kisses up her neck. Starting from the collar bone, up her neck, over her jaw line, across the cheek, and finally to the mouth. She stopped him before his lips could brush against hers. Not on the mouth. No kisses on the mouth. That was one of her rules. That was one of the important rules. Sex was casual. But mouth kissing was intimate. It meant something. So she would not allow a man to kiss her on the mouth. Not unless she actually managed to fall in love with him -which she highly doubted she ever would.

The kind of man Gwendolyn wanted -imagined she could fall in love with- just didn't exist.

"Why won't you let me kiss you ever?" He asked.

"I let you kiss me plenty." She shot back. Pushing him away, Gwendolyn rolled out of bed and picked up her hooded scarf. "You know the rules, Cooper, and if you can't follow them then we should end this before you get hurt."

Cooper shook his head, confident in his own imagined perceptions of her feelings. "You can leave me any time, Gwen."

"Alight then." She shrugged and walked out of his apartment.

…

It had been several weeks since Kevin 11,000's attack on Ben 10,000 and the Plumber's Headquarters, and construction of the repairs from the fight were finally nearing their completion. Devlin stared down at them simply for a lack of something better to do.

It had also been several weeks since his adoption into the Tennyson family and he had met every member of the family but one. Ken accepted him almost instantly, Ben and Max following close on his heels. After meeting Kai, Ben's wife, it took her a few days to warm up to him. Ben hadn't exactly discussed the decision with her at all before hand and she didn't take kindly to having a new child shoved on her with no warning or consultation.

But that was more Ben's fault than it was Devlin's, and Kai recognized that. So she adjusted to having him around rather quickly, while Ben was still listening to lectures about how their marriage was supposed to be an equal partnership and if Ben couldn't handle that then maybe she should just leave. Devlin really hoped he wasn't going to turn out to be the catalyst for their divorce -if that was indeed what happened. Kai threatened it a lot, but being new to the family and not really knowing every one very well or how their relationships worked, he didn't really know if it was just words or a legitimate possibility.

He remembered his own parents fighting almost every time they were in the same room together.

Which, admittedly, wasn't often. Kevin had been absent for most of Devlin's young life. Really, only showing up every now and again to tech him how to use his powers -to control the shift between his mutant alien from and human form. That was the only reason they even got married in the first place. Because of him. Neither of his parents made any secret of that. Because when he came out, he was born in his mutant form and his mother could prove without need of a DNA test that her bastard was the seed of Kevin E. Levin, the Boss of the Lock Eleven gang. She used that fact to force him into a marriage contract. Purely for the financial gain.

At the time, Kevin ran a surprisingly successful smuggling business. Lock Eleven. Mostly dealing in black market technology from across the galaxy.

To his mother, Devlin was nothing more than a hideously misshapen meal ticket. At least his father seemed to stay for slightly more emotionally driven reasons. Kevin had grown up never knowing his own father and at some point vowed that no child of his would ever have to endure the same hardship. So, he married Devlin's mother out of personal obligation. He made sure Devlin knew who his father was and how to use the abilities he inherited from him. And Devlin supposed that this satisfied Kevin that he was adequately present in his son's life. More so than his own father had ever been.

And for a while, Devlin might have agreed. There was a time when he thought he loved his father more than his mother. At least his father would _look_ at him in his mutant alien form and not turn away in horror. That was something his mother never did. She never looked at him. She always focused her eyes on something else, he mouth set in a grim line of disgust she was attempting to conceal.

That was why he was so willing to rescue Kevin from the Null Void. Because out of the two people who were ever _supposed_ to love and care for him, Kevin cared for him the most (comparatively speaking, of course).

But now, after only a few weeks living in the Tennyson household, Devlin came to realize just how far that small level of caring really fell. The attention and affection Kevin ever gave him paled in comparison to what Kenny received form his own parents, and even from the hesitant, still unsure and a little awkward attention and affection they gave him.

Everyone in the Tennyson family loved and cared for each other so deeply, and that unconditional affection was shared with him freely, with only minor hesitation and awkwardness. Sometimes, seeing what he had been missing out on for the first decade of his life, it made Devlin want to cry. He wondered how things might have been different if his parents had actually loved each other and weren't just fuck-buddies who broke a condom. But then, that would mean that they would have to be capable of loving something besides themselves. That was something Devlin was convinced was impossible.

Still, he supposed he had to admit that there just might be that point zero, zero, zero, one percent chance of his father finding _someone_ he could actually love. It wouldn't be him. Neither of his parents ever loved him and Devlin was coming to terms with that. But someone.

Not that Kevin would ever find that someone in the Null Void.

…

Escaping the Null Void had become almost mundane to Kevin by this point. Benji might as well just install a revolving door. It took Kevin a couple of weeks without help, but he was out again before the month was ended.

He thought about going back to Bellwood and giving Tennyson and his brat a piece of his mind. But decided to put his personal vendetta on hold for the moment. Ben would always be there when Kevin was ready to try killing him again -and he _would_ try again. The sun rises in the East and Kevin 11,000 will try to kill Ben 10,000. It was just one of those unchangeable facts of the universe.

But as much as he wanted to go back there and beat that heroic smirk right off of Tennyson's stupid face, Kevin also had a business to run. A business that he was ninety percent sure was being run into the ground with Leeta in charge. Devlin's mother. The bitch didn't know the first thing about running a marginally successful clandestine smuggling operation. But then, her brains had never been her most attractive feature. Not that Kevin could even remember any of her attractive features anymore.

The material point was that he couldn't leave a thoughtless cunt-bag like her in charge.

So, as much as Kevin wanted to return to Bellwood and resume the fight where he and Ben left off, he instead made his first stop the Saturn Colony -and home.

Saturn Colony was started as a mining colony, harvesting Saturn of it fortune in elemental gasses. Hydrogen, helium, ammonia, and methane. Originally, the station was just the syphons and refining factory. But, as with every mining phenomenon in history, a small community sprang up around it and grew from there. The residential sections of the Saturn Colony Station were already old by the time Kevin made his first visit to the operation. Still young enough to be seeking thrills, he was just looking for a quick score. Something easy but profitable enough to give him the start-up he needed for his real goal.

Kevin had been dealing in interplanetary contraband since his teens. But he was always just a middle man. He wanted to expand that middle man position into an actual business. As a smuggler, he would still -technically- be the middle man, but the money would be better, the work better for his rep.

He did better than he expected to do on that first trip, and so when he did finally make it big, he returned to Saturn Colony. This time as a head Boss of his own smuggler's group. The Lock Eleven. He set up a base on the station and made it the seat of his operations.

That was when he met Leeta. She was never really his ideal woman, but she was pleasant enough to be around and he could feel comfortable enough to be himself around her. All that changed when she got pregnant however. The easy relationship he enjoyed with her evaporated and suddenly it all became about what he was going to do to make up for what he did to her. As if pregnancy was some sort of death sentence. Devlin wasn't even a year old before Kevin came to the conclusion that he actually hated the woman whom had once been his lover.

He married her for his son. Because Kevin himself had been a fatherless child. Growing up with a mother who didn't understand him or his powers. It was what drove Kevin to run away at such a young age. It was why he grew up on the streets instead of in a home with a family that loved and understood him. And Kevin vowed that any child of his would never know the same hardship. Would never suffer the same troubled childhood.

No. His son got to suffer an entirely different troubled childhood.

Leeta was not exactly the maternal type. Combine that with the fact that Devlin wasn't the perfect and beautiful baby she wanted, and you had the ingredients for a resentful and negligent mother-son relationship. Leeta hardly ever held him. Made others comfort him when he cried. Hell! She didn't even look at him when he was in his alien form! And he was born that way! For the first year of Devlin's life, his mother didn't even look at him. What kind of bullshit was that!?

Kevin wasn't exactly the perfect pillar of parenthood either, but at least he made an effort to spend time with the kid! Not much, mind you. He did have a business to run. And then there were those pesky and infernal involuntary trips to the Null Void in between. But at least enough time to teach Devlin how to transform into a human shape and train him enough to be able to change back and forth at will. That meant something, right? It was at least more than his mother had ever given him.

As the business grew, Kevin started taking more and more risks, thinking no one could touch him. The Lock Eleven were gaining quite an infamous reputation. But, Ben Tennyson could sometimes be a force of nature and Kevin was -inevitably- sent back to the Null Void. Several times.

After a wile, he began to realize he'd need to set up a second-in-command to handle the gang while he was away. Or else, one day he'd come out of the Null Void to find the Lock Eleven broken and scattered. Ideally, Kevin wanted his son to take over and learn what would eventually become the 'family business' but Devlin was only nine at the time and not fit to run his toy spaceships without supervision, never mind an interplanetary smuggling operation. So, Leeta volunteered instead.

Of course she would have. She wanted the power, and more importantly, the access to the accounts it would give her.

Truth be told, she was the last person Kevin wanted at the head of his gang. But no one else who he would have preferred stepped up and those that did were even worse choices than Leeta. So, he began grooming her as his second and the rest of the gang accused him of nepotism. She was his wife, after all. Ha! If only they knew how much he loathed the woman.

Although, Kevin did have to begrudgingly admit, for the first year at least, she was good at it. Most likely because it finally gave her a legitimate excuse to ignore their son. Kevin was pretty sure Devlin didn't hear more than two words together from his mother that whole year.

But there wasn't much Kevin could do about that, because the very next fiscal quarter, Tennyson caught up with him again and he was back in the Null Void.

Having Devlin bust him out was a surprise. A real and true surprise. Kevin didn't even think the kid had ever set foot off of Saturn Colony before. Yet, there he was, inside the Null Void chamber at Tennyson's Plumbers Headquarters on Earth. It really was a true testament to just how miserable Leeta made the boy if he was that desperate to get Kevin back.

He really should have reacted differently when the kid stepped between him and Tennyson.

Devlin didn't know the history between them. Benji had always been a thorn in Kevin's side. Always ruining his fun and thwarting his plans. Taking him away from his business and the small criminal empire he was building. Taking him away from his son when Kevin was probably the only thing keeping the kid from going crazy under his mother's neglect. Devlin didn't understand and just assumed it was about pride. Yes. That as a part of it. (Okay, a big part of it.) But it was also about principals and business. Devlin's assumption that it was just about his stupid pride pissed him off and he shoved the kid to the side.

Bad move.

After all Leeta's neglect, Devlin probably misinterpreted the move as Kevin metaphorically tossing him aside just as much as he literally did. His mother already hated him and never wanted him. It wouldn't take much to convince him that his father didn't want him anymore either.

There was no doubt why the kid had betrayed him. Throwing his lot in with Tennyosn's brat. Using one of their Null Void grenades to trap him in the very same prison he'd just been freed from.

But the boy would realize the mistake he made and come home. Of that, Kevin was sure. After all, he was the only friend Devlin had in the world. Devlin would come back to him and Kevin would deal with him and his betrayal then.

For now, however, he had to deal with Leeta.

The bitch was sitting in his office. In _his_ chair in his office.

And it seemed she had redecorated during his absence. Well, that certainly didn't take long.

Where once there had been an ebon-black carpet (all the better to hide blood stains) there was instead an orange and black leopard print rug. The armchair had been redone in a matching leopard fabric with burgundy piping, and the curtains that concealed the window overlooking Saturn's inner rings were likewise burgundy. Where once the office had been a formal place of business, it now looked like a cheap and tacky cocktail lounge.

"The fuck did you do to my office!?" He exclaimed when he entered. It wasn't what he planned to say to her first thing. It just came out.

Leeta was sitting at the desk, elbows propped, fingers interlaced, chin resting on her hands. She was talking to two of the guys when he interrupted them. A seven and a nine, Kevin noted when they turned at his outburst. The padlocks they wore on heavy chains around their necks proclaiming how many powers or alien abilities they had.

"Kevin!" She smiled. It was a fake smile. Plastic and transparent. Like she was. "I wasn't expecting you back so soon."

She said this as if he'd just gone out to get a newspaper and wasn't incarcerated in a pocket dimension set apart from the normal world from which there wasn't _supposed_ to be any return. He was not amused.

"Clearly." He commented, eyes indicating the new decor. She wasn't expecting him back at all.

The two she'd been speaking to earlier backed away, finding places out of the way against opposite walls. No one wanted to get between the Boss and his woman when they rowed.

"Oh, do you like it? I thought it was time for a change. It was so drab in here." She bit her bottom lip in a way that he used to think was sexy. Now it just annoyed him.

"I hate it." He informed her plainly. "But I didn't come here to dick around about your white-trash interior designs. Do you know what your son has been up to?"

That fake plastic smile crumbled like the Ottoman Empire. Leeta could never even bring herself to _pretend_ she cared about Devlin. "Your Devil-child? He's been very good. Hasn't bothered me once since you've been gone. I don't think I've had such an easy time in eleven years."

She didn't even know he was gone!

Kevin wanted to strangle her. Had entertained fantasies of strangling her for many years, actually. But he never gave in to them. Why didn't he ever give into them? What did he have to lose? It wasn't like Devlin would miss her, and _he_ certainly wouldn't lose any sleep over it. But he refrained. Because, as much as he might hate her, and as terrible a mother as she was, she was still the mother of his child and that earned her some small level of dispensation from his usually volatile temper.

"_Devlin_," he growled, enunciating their son's name. He had always hated how she called the kid his 'Devil-child'. "Somehow made it to Earth. Into the house of my most hated enemy! He sprung me from the Null Void. Tell me, Leeta, can you hazard a guess what might motivate an eleven-year-old boy to do something like that?"

She shrugged. "Solidarity between monsters, I suppose."

He chose not to react to that. Closing his eyes for a moment. Kevin was used to being called a monster. He didn't like it. Would never like it. But he was old enough now to let the insult roll off his skin. Besides, let's face it, he really was a monster and he owned that fact. But no one -_no one_\- got to call his son a monster and get away with it! "Ya know what I think? I think that Devlin felt you are such a horrible cunt-bag that he'd rather travel half-way across the solar system _alone_, infiltrate enemy territory, and break into the Null Void chamber to free _me_, than have to spend another moment living with _you_."

And that was it. Saying it out loud made Kevin realize that it was true. As terrible a father as he really was -and he knew he was terrible- Leeta was a worse mother. With her neglect and silent scorn, she had hurt his son for the last time.

Kevin wasn't planning to kill her when he came in here. But after their short conversation, he realized that offing the bitch was something he should have done a long time ago. Not just for his son's sake, but also the sake of his own sanity. With a snarl, Kevin transformed.

Claws and tentacles closed around Leeta. Lifting her up out of that gawd-awful leopard chair.

"K-Kevin…?" She stammered, eyes wide with fear. "What are you doing Sweetheart? You don't want to do this."

"Oh, but I do." He cackled. "I've wanted to do this for a long time. You've hurt my son for the last time."

And with that, he pulled. Arms, claws, talons, and tentacles pulling in every direction. Until Leeta's body split and broke. Tearing into eleven pieces. Blood spattered all over the room. Satining and ruining the gaudy animal print decor. It splattered over Kevin's limbs and the faces of the other two men in the room. The whole place was covered in blood!

Kevin dropped the pieces he was holding and shifted back to his human form. That felt so good! He should have done that years ago! He looked up to see the other two watching him, with wide, terrified eyes. Her blood dripping down their shocked faces. He was pretty scary. Kevin ran a bloody hand through his dark hair, pushing it out of his face.

"You," he pointed to the Seven, "start cleaning this up and get someone to redecorate in here. Something business appropriate. None of this tacky jungle shit. You," he points to the Nine, "put together a financial report for me. I'll need to know just how badly my _wife_ fucked up the accounts. And while you're at it, get someone to watch the public transits between here and Earth. I want to know the moment Devlin returns."

"Um, Boss…" The Nine hesitated. That would only mean he was about to inform Kevin of something that would not make him happy. At all.

"What?" He demanded.

The Nine looked to the Seven, as if for help. But the Seven just took a step back. No one wanted to be the bearer of bad news if that news had to be delivered to Kevin 11,000.

"Well, spit it out. I don't have all day!"

"Its Devlin, sir." He began. "He's… he's not coming back. Probably."

Oh god! Why not!? Had Tennyson done something to him? Devlin wasn't thrown into the Null Void with him, of that Kevin was sure. They would have crossed paths. Confined to a terrestrial Earth prison, maybe? Some juvenile facility where he would be treated like a freak because of his transformation. Or did Benji just kill him? It wasn't the obnoxiously altruistic hero's style, but Kevin was perfectly willing to kill Ben's brat. Perhaps Tennyson felt the same way.

"Explain."

The man hesitated just a moment longer before finally answering. "Latest word from the gang's contact on Earth is that he's, uh, he's gonna be adopted into the Tennyson family. I'm sorry, Boss. He's not coming back."

Bullshit.

Bull fucking shit!

Devlin wouldn't leave the gang. Devlin knew he _couldn't_ leave the gang.

"Tell me, why do we call ourselves the _Lock_ Eleven?" Kevin asked, very, very calmly. Devlin knew. And that was why he would come back. Why he _had_ to come back.

"Be-because we're 'locked in' _for life_, sir."

"That's right." Kevin nodded. "Devlin's locked in for life. There's only _one_ way to leave the Lock Eleven." A piece of Leeta's flesh dripped from the wall to a squishy landing on the gaudy carpet. "Send the appropriate warning."

Kevin moved to exit the room. The scent of blood was beginning to make the air heavy and he had other things to do anyway.

"Issue the warning, sir?" Ah, so Seven finally decided to join the conversation. "But… but Devlin's your son, Boss! He's Little 11."

"_I know who he is!_ And that's how I know that he'll know the warning is serious and come back." Kevin nodded before slipping out of the room.

...


	2. Warning

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Two: Warning

Gwen wasn't sure what to make of the dark, sullen looking boy that was introduced as 'Devlin'. There was no surname given. It was about to be changed to Tennyson anyway, they were just waiting on the paperwork. There was no need to mention his association with one of their most persistent enemies. It was amazing how much like his father he really looked. If it weren't for the eyes he would look like a time-displaced Kevin 11. But while Kevin's eyes were a brown so dark they might as well have been black, Devlin's were a midnight blue.

"Hi, Devlin." She tried to give him her most friendly smile. "I'm Gwendolyn. Pleased to meet you."

"Uh, same." He did not try to shake her hand. Or even close the distance between them.

Devlin was sticking close to Ken, as if afraid to leave the other boy's side. As if the moment he let go of Ken's hand they would all turn on him and kick him out on the streets, or throw him in the Null Void with his father. Poor thing. It really was telling of the abuse he must have sustained growing up with Kevin as a father. That he was still so hesitant to trust other adults, even after proving that they did not hold him accountable for his father's actions. Gwendolyn's heart almost broke for him. It couldn't have been easy.

Since Devlin wasn't about to make the first step, Gwendolyn took the initiative. Crossing the space between them, she knelt down to be on eye-level with the boy.

"I can only imagine what life must have been like for you." She said, and she imagined the worst. Gwendolyn had known Kevin when he was a child, had seen him grow up right along side, yet always at odds with her cousin Ben. She knew what kind of monster he was. "But that's behind you now. You're safe here, and you're a member of the family now." Or at least, he would be as soon as the final paperwork was pushed through. She spread her arms open wide. "So, why don't you give your old Aunt Gwendolyn a hug?"

This did not have the effect she imagined it would. Instead of putting the boy a ease, Gwendolyn seemed to have put him on edge. Devlin took a step back, eyeing her suspiciously. "I- I'm not used to the hugs yet."

Gwendolyn wanted to cry for him. What kind of child wasn't used to being hugged? What had Kevin done to him? She knew he was petty, selfish, and maybe a little not-quite-completely-sane. But to never hug his son? Gwendolyn was amazed the boy didn't try and leave sooner. Why even try to free Kevin from the Null Void in the first place?

Ben stepped in to save the situation. "We're still working on a few things. This is a huge adjustment, us compared to Kevin. Devlin just needs some time. Right, kiddo?"

He gave the boy a tentative slug to the shoulder. That, at least, didn't seem to bother him. He was used to being patted (or punched) on the shoulder, but hugs were strange and unfamiliar territory for him.

Gwendolyn strengthened, deciding it was best not to push the boy. Let him come out of his shell and join the rest of the family at his own speed. "Alright, well, I just got back from way, way, far away. You know what that means…!"

It was clear by his expression that Devlin had no idea.

But Ken jumped up and down excitedly and yipped. "Souvenirs! Souvenirs! What'd you bring me?"

"My, so greedy." Kai huffed, putting her hands on her hips. "He must get it from his father's side of the family."

"Hey!"

Kai and Gwendolyn shared a laugh at Ben's expense. After a moment or two, Devlin joined in on it. Just a couple short hesitant chuckles before he lapsed back into a withdrawn silence. Ken didn't seem to get what was so funny, though, and Ben did not find it amusing at all.

"Oh, you're so bad, Kai." Gwendolyn muttered.

Kai's laughs also pattered out. "It comes from spending to much time with Ben. He's a bad influence on me."

"I'm standing right here!" Ben sounded so indignant.

Gwendolyn flashed him a patient smile. "We know."

That shut him up. He was outnumbered by his wife and his cousin and couldn't expect any help from the kids. Not that he would have liked having to be rescued by the children. He grumbled something noncommittal and crossed his arms over his chest with a _hmph_.

"Oh, don't be a grouch." Gwendolyn crossed to where she had deposited her baggage by the door and unzipped her suitcase. Out from it she pulled a second -smaller- bag. Tied shut with a draw-string and looking only marginally full. She reached into the bag and pulled out something that looked suspiciously like a snow globe. "Here. Have a miniature of Blon City. Its the capital of Raxacoricofallapatorius." Ben looked disappointed. Gwendolyn didn't care. She reached back into her bag. "And for Kai, here's one to match." She handed out a second -identical- snow globe. "Now, for the newest member of the family… I knew I had to get something special. So… Here's a miniature of Blon City from Raxacoricofallapatorius in a snow globe."

Devlin seemed just as thrilled to receive his souvenir as Kai and Ben had been. He accepted the token politely but wordlessly, staring at it as if he didn't expect to get one. Did Kevin never bring him back gifts when he traveled? But then again, what kind of gifts would he bring back from the Null Void for a small child?

"What about me, Aunt Gwendolyn?" Ken pestered, as if he actually _wanted_ the crappy snow globe she was passing out to everyone.

Gwendolyn put on a startled face for a moment. She tried not to smile as she looked in the bag in mock horror. "Oh, no! It looks like I must have forgotten yours, Kenny. I'm sorry."

There was clearly one other heavy -snow globe shaped- object in the bag.

"Aw…" Ken looked so sad. Devlin shot him a sideways look, probably disbelieving that his friend couldn't clearly see that his cheap souvenir was still in the bag.

"But maybe you can conjure one if you wish real hard." Gwendolyn suggested, allowing that amused smile to cross her lips now.

Ken screwed up his face in concentration. He closed his eyes and moved his mouth, forming non-sense words. Absolutely nothing special happened. After a few moments of watching Ken make funny faces -of which Kai took several pictures- Gwendolyn finally gave in.

"Oh! It worked!" She made a flipping motion with her hand, twirling the bag around her wrist. It disappeared before their eyes, leaving just the snow globe in her hand. "Here you go. Your very own Blon City from Raxacoricofallapatorius."

Ken's eyes lit up as she handed him the globe. He flipped it upside down and shook, watching the glitter and fake snow drift around in the fluid. He was the only member of the family who actually liked the gift. Devlin had a feeling his enjoyment had more to do with that disappearing bag trick Gwendolyn did rather than the actual souvenir itself. She was supposed to be a sorceress after all. What was the point of having a bad-ass magician in the family if you didn't get to see her do magic every now and again?

"Now, I'm starving." Gwendolyn said. "What do ya say we all go out for a big family dinner. My treat!"

"Will Cooper be joining us for this family dinner?" Ben asked. "He called to let you know you left something at his place, by the way. I'll tell you what it was when the kids aren't around."

Gwendolyn made a face. Somewhere between patience, irritation, and forced sweetness. That was one thing she and Ben were always at odds about. Her lifestyle choice. It was really none of his business, but that's what married people did. Stuck their nose into single people's business and passed judgments on what they thought they knew. As if his own home life was above scrutiny. Ha! Gwendolyn knew just how un-perfect his marriage to Kai really was. He wouldn't divorce her because of Ken, so he made himself feel better by finding fault in Gwendolyn's private-life.

"No. Cooper will not be joining the family."

…

Devlin was still getting used to all of this.

Being included.

It was not something that happened to him often. His father was always somewhere else. Working. Or stuck in the Null Void. Always to busy to include Devlin in his affairs.

But, as negligent as Kevin was, he still wasn't as bad as Devlin's mother. Even when she did have time she could spend with her son, she didn't. Always saying he was his father's child and so his father should be the one to deal with him. Devlin stopped being her problem the moment he was cut from her womb. Or so she informed him on multiple occasions.

So, going out to dinner with the Tennysons was a new experience for him.

They all sat around a round table, talking and chattering about the things Gwendolyn had missed while she was away, people they all knew but Devlin hadn't met yet, various adventures -or misadventures in the case of Devlin and Ken.

"And Kevin looked so gross in his alien form!" Ken was narrating, waving his arms animatedly as he recounted the tale. "With a flaming head, like the Atomic Skull from my comics! And he had these tentacles coming out of his butt! Ew!"

"Tentacles!" Gwendolyn gasped, her cheeks turning a bright shade of pink at the mental image.

"No." Ben said quickly. Shooting Gwendolyn a look Devlin didn't know how to interpret.

"But its true!" Ken insisted. "He had four of them."

"They weren't coming out of his butt." Devlin clarified.

"I know he did." Ben ruffled his son's hair. "I'm just telling Gwen to stop thinking what she's thinking. I know what you're thinking, Red. No."

"And I think, I know what you think I was thinking, and I think I'm insulted." Gwendolyn replied calmly. But the pink glow was still in her cheeks as she took a sip of wine and pointedly avoided eye contact with everyone else.

The dinner progressed in much the same way. Someone would tell a story. Someone else would make a silly comment or a funny face and someone else would tease them for it. Devlin liked that. The easy, light-hearted teasing. It was so different than what he was used to hearing. His parents didn't talk often, but when they did it was usually at a high volume and they threw out the F-word every other sentence. Or the C-word, the B-word, the A-hole phrase, the _sh_-word, etc. Devlin actually had a very colorful vocabulary thanks to them. But he got the feeling that he shouldn't use any of those words at a polite family dinner.

And then someone said, "Okay, Devlin, its your turn."

"My what now?" He blinked. Devlin hadn't exactly been following the conversation word for word. He was drifting off into his own unhappy memories and had lost track of what everyone was saying.

"Ken told a story, then I told a story." Kai explained. "Then Gwen did. Then Ben. Then Max. Now you're the only one at this table who hasn't shared one."

"Oh." Devlin paused, casting his brain around for a story he could share. Did he even know any stories? "Um… Well, this one time when I was nine, my dad took me to work with him. Ya see, there was this guy who used to run hyperdrive-motivators for him. -That's level twelve technology, by the way, its contraband on a lot of worlds.- But the guy got spooked by the Plums on his last delivery and dumped the cargo before he even got to the checkpoint. Needless to say, the client wasn't happy, and so Dad wasn't happy. So, when he took me to work with him, he taught me how to break a guy's fingers. It was a little hard at first, but after a while I got the hang of it. Its kinda like snapping twigs. Ya just gotta bend them back far enough until you hear the pop. That's when you know- why are you all looking at me like that?"

Everyone at the table was staring at him with wide eyes and open mouths. Shocked and horrified. Their food forgotten on their forks.

There was a pregnant silence.

It began to stretch on into awkwardness… and then out beyond it.

After a few moments longer, Devlin got sick of being stared at. "May I please be excused? I need to use the toilet."

He slid out of his seat and made a B-line for the restrooms. He didn't actually have to go, he just needed to get away from the table for a bit. The Tennysons were nice and everything, but they were so different from him. It was sometimes uncomfortable. Devlin splashed water on his face, as if that would clear his head. He stared at his reflection in the mirror.

How was he ever going to pass as a Tennyson? He looked nothing like any of them. They were fair skinned and lightly freckled. Ginger-haired and emerald eyed. While he was pale, almost pasty, and dark haired. Like his father. Devlin looked like his father. His father who was Ben's greatest enemy. He grew up listening to his father harp on, and on about how terrible Ben Tennyson was and how much he hated him, and that Devlin should hate him too.

And for a while Devlin thought he hated Ben too. But then he met Ken and by extension Ben and realized that they weren't that bad. They were actually really, really cool. Cool and nice. Good.

Too good for him.

He didn't fit in.

In the mirror, Devlin saw the bathroom door open and someone else walked in. He came up to the sink next to Devlin and began washing his hands. Devlin should get back to the table. If he lingered in here much longer they might send Ken in here to check on him. Or worse, Ben or Max. The last thing he wanted after that embarrassing story-fiasco at the table was to have to have Ben come in and collect him.

The man next to him finished washing his hands. He reached into his pocket and pulled something out, setting it down on the marble countertop with a soft metal clink. "The Boss sends his regards."

He left.

Devlin froze.

He stared down at the thing the man had left by the sink.

A padlock. A plain, generic padlock. _Broken_.

Devlin stared at the broken lock for a moment. Afraid to touch it. He glanced around. The man who left the lock was gone and there was no one else in the bathroom. Devlin reached under his shirt and pulled out a chain around his neck. At the end of which was his own padlock. Old, steely gray, with the number eleven carved into it with deep scratches. A padlock pendant was the mark of a member of the Lock Eleven. The number on it was the number of abilities he had. The abilities of ten aliens, plus the power to absorb energy -all of which he had inherited from his father.

His father who was the Boss of the Lock Eleven -and the Boss had just sent him _the_ warning.

No one left the gang. If you were in the Lock Eleven, you were locked in for life. There was no leaving the Lock.

Devlin scooped up the warning and stuffed it in his pocket before anyone else could walk into the bathroom. Then he stuffed his own lock pendant back under his shirt. Even with all this going on, being adopted into the Tennyson family and all, it never even _occurred_ to Devlin to take it off. A change in family name didn't mean he was leaving the gang. No one left the gang! But, apparently, his father thought differently.

The warning was just that -a warning. A last chance. Come back and we'll pretend nothing ever happened, or else wash your neck because someone will be coming for your head. Considering that Devlin was an eleven, that someone would probably be his father. Aside from himself and Kevin, there wasn't anyone in the gang higher than a nine. There was no way a nine could take down an eleven. So Devlin could expect a fatal visit from his father soon.

Or else he could go home to Saturn Colony and beg forgiveness.

Maybe if he groveled really, really well, Kevin would't punish him to hard. Devlin had never actually been hit by his father before. Not unless you count being smacked to the side when he got between him and Ben. But aside from that, Kevin had never raised a hand to him. In fact, he never really dealt with reprimanding him at all. That job was left to his mother and her punishments usually tended to be some version of being locked away in his room alone. Devlin had witnessed his father punish members of the gang that displeased him and he did not look forward to the experience. He liked his fingers, and ears, and knees the way they were!

Devlin was so scared, he failed to realize the implication that Kevin was back out of the Null Void already. Maybe if that thought had dawned on him, he might have warned Ben or Ken and asked the family for help.

But he did none of these things.

Instead, Devlin returned to the table in a bit of a daze. He slid into his seat and stared at his food wondering what he was going to do.

The dinner flew by in a blur after that. No one asked him to share a story again and that was just fine with Devlin. He didn't need the distraction. He needed to figure out what he was going to do. The smart thing to do was to go back. Go home to Saturn Colony. But… he didn't want to. Devlin really did want to live with the Tennysons. His father wasn't as terrible as his mother was, but Ben was so, so much better! He saw how much the man loved Ken and how happy and comfortable Ken was. At ease around his parents, not tense and on guard all the time like he was. Devlin wanted that for himself. But that was something he would never have with Kevin.

Inversely, the Tennysons weren't his family. It was nice of them to pretend to be and all. But a pretense was still a pretense. Kevin was his family. With Kevin was where he belonged and they both knew it. They were the same, Devlin and Kevin. They shared the same abilities, strength, and weaknesses. His father taught him how to transform at will, how to control his energy cravings, how to function like a person even when he didn't feel like one. True, Kevin never hugged him, or praised him, or really encouraged him at all. But it wasn't like he ever really _hurt_ him.

And, unlike the Tennysons, if he didn't come back, Kevin would kill him. Son or no son.

Or, Kevin would kill everyone around him instead. Then drag Devlin home.

These were the thoughts running though his head on the way home.

It wasn't until he and Ken were tucked into bed, kissed good night (no one had kissed him goodnight before!), the light turned off and the door closed, that Devlin took out the locks again. His own lock marked with the eleven, and the broken lock that served as a warning. Try and leave the Lock and we break you. Devlin held them in his hands, feeling the weight of the metal. Aside from the age difference, the number, and the breaks, they were the same. Kevin acquired them in bulk. Everyone got one on a chain, marked with the number of abilities they had. No one got a broken lock.

Or if they did, they buttoned down and reaffirmed their loyalty -and never ever spoke of the warning again. Once was enough.

One way or another, once was enough.

Devlin sighed and touched the cool metal to his forehead. What was he going to do..?

Stirred by the motion, or maybe the heavy sigh, Ken opened his eyes and leaned up in bed. He couldn't have possibly seen in the dark, but from the starlight streaming in through the window, he saw the basic silhouette of Devlin holding something in his hands. "What's that?"

Devlin jumped, as if caught doing something he shouldn't. "Nothing. Go back to sleep."

Ken hesitated for a moment. Then he laid back down in bed. But he didn't go back to sleep. "Hey, Dev, do you really know how to break a guys fingers?"

"And other things. Yes." Devlin nodded, putting the locks away. He was a Lock Eleven. That didn't change. Even if he wanted it to. Devlin's knowledge and skills just weren't something that fit in here with these people and this family. They were to nice. To kind. To caring. To forgiving. Devlin wan't nice, or kind, or caring, or forgiving. A kind person didn't know how to break fingers, pop knees, or cut off ears -how to cause pain without fatally wounding the victim. A forgiving person wouldn't be having this debate, a forgiving person would set aside his grievances with his parents and go home.

But that simple truth was the deciding factor that proved that home was exactly where be belonged. On Saturn Colony with Kevin and the Lock Eleven.

Devlin waited until Ken was asleep. Really asleep, not just resting. When he was sure the other boy wouldn't wake up again when he moved, Devlin crawled out of bed and dressed. He gathered up the few possessions he'd accumulated in the past few weeks. Everything that could fit in his pockets -he needed to travel light. But that didn't stop him from grabbing the snow globe that Gwendolyn had given him. Cheap and crappy as it was, it was still the first -and only- souvenir anyone had brought back for him from one of their trips. His father had certainly never thought of him while he was away.

Devlin picked his shoes up, and padded softly in his socks to the door.

The place was eerily quiet. But not everyone was asleep.

A light was still on in the living room and Devlin risked a glance inside to see who was up.

Gwendolyn was reclining on the couch, her attention absorbed in a book. Devlin didn't recognize the title, but it was written in a looping archaic script and looked very, very old. One of her magic books maybe? She was supposed to be a sorceress, after all. She didn't seem to notice him and that suited Devlin just fine. He continued past the living room to the door. It was only there that he put his boots on and ducked outside.

He didn't want to leave the Tennysons. He liked living with them these past few weeks. But this was not where he belonged. He was a Levin, and he belonged with the Lock Eleven. If he didn't go back, they would kill him -or kill Ken and the others.

The door shutting behind him was the last sound from this house he would hear. It was sort of poetic in a sad sort of way.

Inside, in the living room, Gwendolyn thought she heard the front door close and she put her book down to investigate.

…

Kevin wasn't about to risk getting to close to the Plumber's Headquarters and by extension Benji's home.

He waited on a rooftop close by, watching the building. Waiting for his errant son to appear.

And he wasn't disappointed.

Creeping out of the hanger, slowly at first, to make sure he wasn't followed. But gaining more speed as he gained confidence, was Devlin on his hoverboard. Kevin watched him glide through the air a few moments, gauging his course. When he decided the kid was on his way to the spaceport, Kevin was satisfied that Devlin had taken the warning seriously and was coming home. He decided to be compassionate and let the kid ride with him on his personal ship. It was far faster than any public transport shuttle. More comfortable too.

Kevin took a moment to shift his form slightly. Only slightly. He wasn't going full alien, just shifting his bio-field enough to change one small part of his shape. It wasn't as easy as it was to just let loose and transform fully, but it wasn't very difficult either (anymore). After a couple deep breaths and a bit of concentration, Kevin had wings.

He leapt off the rooftop and followed his son.

Devlin's hoverboard was custom. The kid refurbished it himself and made it faster than the average, assembly-line hoverboard. But that wasn't really saying much when the average, assembly-line hoverboard was designed for children and hence forth, couldn't achieve great speeds. Kevin caught up with his son easily.

He was planning on having the first word, but Devlin caught sight of him out of the corner of his eyes first. Turned to see his father coming up alone side him and was so startled that he threw himself off balance. "Dad!"

The kid went plummeting down toward the street.

Kevin had to likewise dive to catch him.

"Sloppy." He reprimanded the kid as soon as Devlin was safe in his arms. The hoverboard, suddenly finding itself without a ridder activated its safety mode (very inaccurately named) and was hovering motionless where Devlin left it, waiting for its rider to return or an adult to come and deactivate it. Kevin deposited his son back on the board. "Don't jump out of your skin just because someone passes you on the right! What if it hadn't been me? Don't do your enemy's work for them! You're no use to me splattered on the pavement."

Devlin looked so beaten down. What had happened between the last time they saw each other and now? When the kid got between him and Benji he was willful and strong. Rebellious and independent. Now, all of a sudden, he was broken and submissive. Like a puppy that had been kicked one to many times.

"Yes, Dad." He said, averting his eyes.

"Head up, Devlin." Kevin admonished, lifting the kid's chin. "You're the future Boss of the Lock Eleven, you lower your eyes to no one."

He resumed flying, heading once again in the direction of the space port. It took him only a couple seconds to realize, however, that Devlin wasn't following him. Hadn't moved at all, in fact, from the spot where he hovered. The repulser disks of his board giving off a soft hum. Kevin paused to look back at him.

"Devlin. Come."

Still, the boy did not move. "Dad… I wasn't trying to leave the Lock. I swear. I just… I just…" The kid took a shuddering breath, as if terrified to say what he was about to say. "The Tennysons aren't like us. Ken knows other kids our age and they come over a lot to hang out. Its fun. Ken's mom is really nice to him. She still fights with his dad, but to Ken she's nice. She never blames him for shit that's her problem and doesn't get mad or yell at him when he wants her attention. She doesn't lock him in his room and try to pretend he doesn't exist. And she's nice to me too. Its weird. But… its cool. My mother's not like that and- I just-"

Kevin sighed. God damn it, Leeta. Even after death, she was still making life difficult for him. He closed the distance between them, placing a hand on Devlin's head. "I have made sure she won't hurt you anymore." He informed the kid. "Now come with me. If you make me say it a third time I won't be happy."

Devlin still didn't move. He just stared skeptically at his father. "How can you be sure? You're never home and she _always_ is!"

"I am _sure_." Kevin insisted. They were probably still ripping up the tacky carpets she'd soaked into. "She can't hurt you anymore."

Then it dawned on him. Devlin's midnight blue eyes going wide when he realized what his father was saying. "You- you killed her. Didn't you?"

And he did not look the least bit sad about that. Surprised, yes. Resigned, sure. But sad? No. Devlin was not sad to hear of his mother's death -and at his father's hand. And Kevin was surprised to find that Devlin's silent acceptance of this fact bothered him. True, Leeta was a self-centered whore-bag deserving of every bit of scorn that could be piled onto her. But she still had been Devlin's mother and a boy should care when his mother is killed.

After the silence between them stretched on long enough and Kevin was about to lose his patience, Devlin said, "I still don't wanna go back. I'm not leaving the Lock. Really. I promise. I just… I want what Ken has. And I won't have that back home."

Now Kevin really was going to lose his temper. He grabbed Devlin by the front of his jacket, pulling the boy up to his face so that they were eye to eye. "Now you listen to me, Devlin Eli Levin, and you listen good. You will not stay here. You will not live in my enemy's house. You will not play with his brat. What you _will_ do is come back with me. You will relearn to hate them, _like you should_. You will master your powers and maybe absorb more abilities -I'll allow _that_ to be your choice- and when you're older and when you're ready, we'll come back here and we'll kill them together. A nice little father-son bonding activity."

"But-"

"No more 'buts'." Kevin tucked the kid under one arm, grabbing the hoverboard with the other. If Devlin wasn't going to come under his own power, then Kevin would just carry him to the ship. Kicking and screaming if necessary.

They were about to fly away when something shot out from a nearby rooftop and struck Kevin in the back.

He tumbled in the air a bit -nearly dropping Devlin- before he corrected his flight enough to land. He set Devlin down (threw him down was more like it) and looked in the direction of the blast. Following its trajectory to find its source. Kevin expected to find a sniper wielding some high-level technology canon. Instead, all he saw was a woman with her hand outstretched. Hooded and clocked all in blue.

"He said he doesn't wanna go with you!" She shouted. "Dragging him along anyway is _kidnapping_!"

"And I suppose you're going to stop me?" Kevin sneered.

The woman lowered her hood to reveal red hair pulled up into a tight 'action-girl' style pony-tail and blazing green eyes. Gwendolyn Tennyson. Benji's cousin. So, Devlin was followed after all.

"Yeah. I am!"

...


	3. Bargain

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Three: Bargain

Honestly, when Gwendolyn heard the front door open and close and someone sneak out, she was expecting it to be either Ben or Kai. Their marriage was always a little tense -which is what happens when two people get married because they're pregnant and not because they're actually ready to be married- but since the appearance of Kevin's son in their lives, things seemed just a noticeable shade worse. Gwendolyn expected to find Ben ducking out to get some fresh air and clear his head.

But Ben was not who she saw flying out of the hanger.

Head hung low, as if resigned to his own execution, was Devlin. Edging out on his hoverboard, all slow and sneaky. Far quieter than a pre-adolescent boy should be. He obviously didn't want to be seen or followed. Which is exactly what made Gwendolyn resolve that he _should_ be followed. After all, what possible purpose could an eleven-year-old boy have for sneaking out at night other than something that would most likely get him in trouble. And considering that Devlin was Kevin's son, the list of 'trouble' he could get himself in was considerably longer than the average eleven-year-old's.

So, Gwendolyn cast spells for invisibility and flight, and took off after him. Keeping her distance, but also making sure the boy was always in sight.

Then something happened she did not expect.

Kevin!

Of all people.

Kevin who was supposed to be stuck back in the Null Void!

Flying up out of nowhere and nearly killed Devlin when he startled the boy so badly he fell off his hoverboard. Gwendolyn was halfway through a levitation spell to save the boy when Kevin got to him first. Scooping the kid out of the air and depositing him back on the hoverboard. Well, at least he cared enough about his son to not let him fall to his death. That was something right? Not, ya know, a lot. But something.

Gwendolyn edged closer. Ducking into the cover of the building nearest to them so that she could hear what they were saying.

"… You're no use to me splattered on the pavement." Kevin was saying.

And Gwendolyn could not believe what she was hearing. She knew Kevin didn't really care about his son. He heard the story from Ben, and then the slightly milder version of it from Ken -as told through the unjaded eyes of a child. Both were consistent when it came to the detail of Kevin picking Devlin up with his tentacles -and she still couldn't get over the fact that he had tentacles now- and just throwing him to the side. Not even looking or caring where he was flinging the boy or where he might land. Just tossing him aside like garbage.

So, she knew Kevin didn't care. But, Gwendolyn, being as kind hearted and caring as she was just couldn't believe that a parent could really be like that. Her own parents would never have been so callus. Neither would Ben's. Ben and Kai weren't like that either. Or any of her other friends that were saddled with children. Gwendolyn was lucky enough to never have been burdened with one of her own, but she had enough vicarious experience to know that normal parents cared about their kids. Like really cared. About the child, not about whether or not the kid could be 'of use' to them.

She was so in shock that Gwendolyn missed a part of the conversation and when she was paying attention again, Kevin was already flying away with Devlin remaining behind. Unmoving. Hovering on his board. Looking sullen and defeated.

"Devlin. Come." Kevin commanded with impatience.

But what Devlin said in response was what really threw Gwendolyn off kilter. "Dad… I wasn't trying to leave the Lock. I swear. I just… I just… The Tennysons aren't like us. Ken knows other kids our age and they come over a lot to hang out. Its fun. Ken's mom is really nice to him. She still fights with his dad, but to Ken she's nice. She never blames him for shit that's her problem and doesn't get mad or yell at him when he wants her attention. And she's nice to me too. Its weird. But… its cool. My mother's not like that and- I just-"

Her heart broke for the boy all over again. He didn't have any friends his own age living with Kevin -of course he wouldn't- and his mother didn't love him -but then, what woman would love the spawn of such a man? A memory of herself and Michael surfaced in Gwendolyn's mind, but she squished it back down quickly. She didn't want to think about that -now or ever again. But it did prompt her to pity the nameless mother as well. Being forced to carry and birth the child of Kevin 11,000… Gwendolyn didn't even want to have a child from any of the men she _liked_! She couldn't _imagine_ being saddled with Kevin's unholy seed!

But that wasn't Devlin's fault. No one can choose their father. As much as Gwendolyn pitied the nameless woman, she also scorned her just a bit. For blaming the child for his father's cruelty. The things that Kevin did were not Devlin's fault. From the little bit that Gwendolyn had seen of the boy, he was almost nothing like his father.

And then Kevin said something that shocked her all over again.

"I have made sure she won't hurt you anymore. Now come with me. If you make me say it a third time I won't be happy."

He made sure she wouldn't hurt Devlin anymore. Devlin's mother hurt him? Did she do more than just blame and belittle him? Was there physical abuse going on? And it wasn't Kevin doing the abusing? Wow. That was genuinely surprising, actually. And Kevin was trying to protect his son. That was _even more_ surprising. He 'made sure' Devlin's mother wouldn't hurt him again. So… Kevin did care. A little. That was… one step short of comforting. Even evil bastards gave a fuck or two about their kids.

Devlin still didn't move. He just stared skeptically at his father. "How can you be sure? You're never home and she_ always_ is!"

Gwendolyn was also interested in the answer to that question. If the woman was always home and he never was, how exactly would he make sure the abuse didn't continue?

"I am _sure_." Kevin insisted. "She can't hurt you anymore."

And in a glittering moment or horror, Gwendolyn realized what Kevin must mean. Only two seconds before Devlin said it out loud.

"You- you killer her. Didn't you?"

He killed her!? His own wife! Wait, wait. Lets not make assumptions here. There was no evidence to indicate they were married. He killed the mother of his child! What an evil bastard! Down right sadistic -and not in the fun way. He was tainted and rotten to the core. Devoid of any real decency. Hollowed out and empty of any version of moral virtue. Protecting Devlin from his mother wasn't done out of any sort of paternal instinct. It was because Devlin might 'have a use' to him.

"I still don't wanna go back." Devlin was saying, and Gwendolyn couldn't blame him. Who would ever want to go back to a home that included Kevin Levin? "I'm not leaving the Lock. Really. I promise. I just… I want what Ken has. And I won't have that back home."

That was when Kevin showed his true colors. "Now you listen to me, Devlin Eli Levin, and you listen good. You will not stay here. You will not live in my enemy's house. You will not play with his brat. What you _will_ do is come back with me. You will relearn to hate them, _like you should_. You will master your powers and maybe absorb more abilities -I'll allow _that_ to be your choice- and when you're older and when you're ready, we'll come back here and we'll kill them together. A nice little father-son bonding activity."

"But-"

"No more 'buts'." And Kevin grabbed the boy with one arm and the hoverboard with the other hand. He tucked Devlin in, close to his chest and was about to fly away. Taking the boy with him.

Gwendolyn couldn't let that happen.

She had only met the boy just that day, but already she knew that Kevin was the last person in the world he should be left with. Kevin shouldn't be trusted with a goldfish, let alone a child! The fact that he somehow managed to raise Devlin these past eleven years was disturbing enough. Gwendolyn was not about to let it continue until the boy reached adulthood! She was going to rescue Devlin from his father and she was going to do it _now_!

Not bothering with words or incantations, she shot a bolt of pure magic at him. No real polish to it, just raw power -she was that mad. The blast caught Kevin in the back and he went tumbling in the air for a bit before he corrected his flight enough to land. It wasn't graceful, but then, he hadn't been born with wings and probably wasn't as polished with them as someone who had. He tossed Devlin on the nearest rooftop that was not Gwendolyn's and glared around, searching for his attacker.

"He said he doesn't wanna go with you!" She shouted. Drawing his attention, making sure he saw her. Maybe if Devlin was smart, he'd take this opportunity to run. Get away from Kevin. Go back to headquarters and get Ben. "Dragging him along anyway is _kidnapping_!"

"And I suppose you're going to stop me?" Kevin sneered.

Gwendolyn lowered her hood. Shaking out her hair, she glared daggers at him. "Yeah. I am!"

At least, she was gonna try. Truth be told, Gwendolyn hadn't seen Kevin's new full power in action yet. Only just heard about it. 11,000 aliens now. Or was it 10,999 aliens and his original power to absorb others abilities? Or was he so powerful now that he didn't even count his original power? Was 11,000 even accurate, or was he just rounding off to the nearest thousand?

It didn't matter. They were just numbers anyway.

If Ben and two kids could defeat Kevin, then so could she!

"Gwendolyn, don't!" Devlin shouted -pleaded- to her from behind his father. "He'll kill you!"

"Oh, no…" Kevin grinned a wicked grin, not looking back at his son, eyes remaining fixed on her. "No, I won't kill her. That would be to easy. I'll just beat her to the edge of death, then leave her broken and bleeding on dear Benji's doorstep."

But there was just something in his eyes that told Gwendolyn that what he was saying and what he was thinking were two very different things. She didn't know what exactly was going on in that deranged head of his, but she was sure -whatever it was- she wouldn't like it. Just how much she would detest it compared to being beaten half to death was immaterial. Neither was gonna happen. She wasn't gonna let Kevin win!

Gwendolyn first cast a shield spell over herself. That was rule one of any confrontation -armor up. Protect yourself first, damage your opponent later.

A tight shield, like a second skin over her body in place, Gwendolyn then began her first real offensive spell. Something to bind Kevin. Keep him immobile while she got Devlin out of the way and away from their fight. Children shouldn't get caught in the crossfire of adult conflicts.

Kevin meanwhile didn't waste any time. He transformed almost instantly. As new and monstrous as Ken had described with a dark skull-like face wreathed in flam. He still had only four arms, but they were all mismatched, coming from different aliens. And, just as Ken said, he had four Null Guardian tentacles protruding from his back. Long, thick and strong. It was the tentacles he stood on rather than his legs.

It was wrong, Gwendolyn knew, but seeing it, she just couldn't help but wonder what it might feel like if those tentacles were put to… _other _uses. She'd had many partners over the years, many of which weren't entirely human. But none of them had, had tentacles and that was something she always wanted to try. It was a real shame Kevin was such an evil bastard and their enemy. If he hadn't been such a self-centered and petty son-of-a-bitch, she would have liked to try a tumble with him. In _both_ his forms.

But that was just not an option. Now or ever.

Kevin let loose a current of power that shot from the fingers of his Tetramand arm, although it was not a Tetramand ability. Then again, Gwendolyn reminded herself as she spun out of the way, the blast just grazing her shield spell, with 11,000 mixed in there, he could have all kids of weird abilities and channel them through his parts that came from any other kind of alien. Even if it wasn't that alien's power. He called himself 11,000, but only about nine of them showed as physical traits. The remaining 10,991 powers had to be hidden talents or concealed abilities.

She finished her binding spell. A ring of blue energy appeared around him, a spiral of runes written in mid air. They swirled around him for a moment before rushing in to wrap themselves around him. Holding him still.

At least, that was what was supposed to happen.

Super speed.

Gwendolyn should have remembered that.

The first ten aliens Kevin ever absorbed were from Ben's original Omnitrix and among them was XLR8 -a Kineceleran. She would have to use shorter spells or else fall back on instinctive magic if she was going to take him on. Maybe if she knew she was going to be going up against Kevin tonight she might have done a bit of advanced research and come up with a spell that would let her match his speed. But as things were, she just had to make do with what she had.

"Look out!" Devlin shouted.

Just a tad to slow, Gwendolyn realized that Kevin had appeared behind her. Wrapping two long, thick and oh-so-strong tentacles around her. He squeezed hard. If it weren't for her shield spell, she was pretty sure she'd have been crushed to death instantly. As it was, his tight grasp just felt firm -possessive, almost- and for half a second Gwendolyn wished they wren't enemies and weren't out in the open above the city with an emotionally scared and fragile child watching. But rather somewhere else. In the privacy of some place with a bed -or at the very least something moderately padded to lean against.

"Clever girl…" Kevin crooned in her ear. His breath hot on the back of her neck. "You would be dead by now if it weren't for this little bit of magic."

He tightened his hold, threatening to break her barrier. A magic shield wasn't invincible. Just like anything, it could only take so much stress before it finally shattered. Gwendolyn was quickly brought back to reality. Her fantasies thrown to the side at the reminder of the real and present danger wrapped tightly around her.

"Isn't magic awesome?" She shot back. Because like hell was she gonna go down passively. Even if all she could do was banter -she would fucking banter him into the ground. "Shame there's no spell to make you less of a bag-of-dicks."

"Bag-of-dicks, huh?" He inhaled, as if tasting her scent and Gwendolyn wondered if one of those 11,000 alien powers was the ability to sense just how equally terrified and aroused she was. She hoped not. What would even be the point of such an ability? Wait, enhanced sense of smell would be hella useful for lots of things. Tracking prey, detecting poisons, smelling lies. Yeah. Hella useful. Also, embarrassing your enemies by exposing their deviant sex fantasies mid-fight. "You'd like that, wouldn't you, Gwendolyn…"

"Dad, don't hurt her!" Devlin pleaded, completely oblivious to the subtext passing between the two adults. He transformed into his own mutant alien form and flew to the roof they were on. He wouldn't attack his father. He couldn't so long as Gwendolyn was his hostage -not if Devlin didn't want her to end up as collateral. "I- I'll go with you. I'll come home. Just… let Gwendolyn go! …Please."

"Devlin, no!" Gwendolyn shook her head. "I know he's your dad, but he's an abusive ass-hole! You don't have to go with him if you don't want to!"

But the boy wasn't listening, or if he was he didn't show it. He was looking at his feet, sullen and defeated. Beaten down and broken. Like the world held no joy, or even hope, for him and everything that he did was just to get by in a cruel and unforgiving reality. The very idea offended Gwendolyn. She was gonna save this child, goddamn it! Somehow! She was gonna get him away from Kevin and show him just how great life can be.

"Kevin! You want revenge against Ben, right?" She tried to make her voice sound as reasonable as possible with a strong, thick, (incredibly sexy) tentacle constricting her chest. "Well, what better revenge is there than forcing your enemy to raise your offspring?"

Devlin looked shocked at the suggestion.

There was a pregnant pause in which Kevin appeared to consider the idea.

"Go on…" He loosened his hold of her just enough to allow her to breath more freely. Not nearly loose enough for her to escape. But certainly enough for her to talk enough to make her sale.

Gwendolyn took a deep breath, not realizing just how short of breath she actually was. "Think about it." She said. "Its a huge hassle to raise a child. Time, money, resources, headaches. That's why most people don't wanna raise a kid that's not theirs. Now, Ben's a good person, so he is willing to raise a kid who's not his. That's why he's adopting Devlin. But he's already got a child of his own, so if you add one more, all his household expenses double. Now he's got to feed two children instead of one -and I don't know if you've noticed or not, but kids eat a lot- and clothes, sending him to school, paying for any sports or extracurriculars they join. Its a strain on any household budget."

She paused to gauge his reaction. It was hard to read expressions on that skull-like face wreathed in flame, but Gwendolyn imagined she was doing an okay job of making the idea of leaving Devlin with them appealing. Now to drive it home.

"But more than just money, Ben's gonna have to invest more of his time now." She continued. "All kids need encouragement and positive reinforcement and Devlin needs more of that than most. Devlin would become a distraction from his hero work -and won't that be good for business?"

"Yes…" Kevin muttered, as if speaking more to himself.

"And lets not forget the greatest advantage you'd get from letting Devlin stay with us._ Intel._ Intelligence. You're basically putting a spy in the home of Ben 10,000."

That was it. That right there was the winning factor for him. It wasn't true -at least, Gwendolyn hoped Devlin wouldn't betray their confidence- but Kevin didn't know that. He lived in a world where everyone stabbed everyone else in the back. Why wouldn't he believe that his son would turn around and sell the secrets of the man who raised him in this hypothetical scenario?

Kevin laughed. Low and deep, from his chest. He let Gwendolyn go. Her lithe body slipping from his tentacle with an inaudible sigh.

"Oh, Gwendolyn…" He chuckled. "You missed your calling as a hustler."

"So… you'll let him stay?" She asked, unsure.

Devlin looked hopeful. He came up beside her, wordlessly taking her hand in his. She looked down at his tiny fist wrapped around her fingers, it was the first time the boy had actually touched her since they met. A sign of silent trust. He trusted her more than he trusted his father. Not surprising.

"Yes. I'll let him stay." Kevin nodded. They both let out breaths neither of them realized they were holding in. Kevin transformed back into his human form and crossed the distance between them. He stopped less than a hand's span away from Gwendolyn, glaring directly into her eyes. Infinite dark to emerald green. "But _you_ are going to make sure he holds up your end of the bargain. It was your idea, so you are the one that has to make sure he doesn't flake. Intel on how to take Tennyson down. That's what I want. And Devlin will deliver -or else I'll hold _you _responsible for his failure."

It was supposed to be a threat. Gwendolyn knew that. But she couldn't help taking it as a challenge, and she rose to it. "Oh, yeah… What are you gonna do to me?"

There was pregnant pause.

Then Kevin leaned forward to whisper in her ear, his lips almost brushing her earlobe. "Whatever I want."

The implication sent a shiver down her spine. The good kind of shiver. The kind that made her giddy and warm all over. She tried to hide it thought, hoping the night was dark enough to conceal the flush that had to be rising in her cheeks.

Kevin straightened. Stepped back, casually. He retained his human form, but the wings were back now and he strolled to the edge of the building. Pausing just a moment to glance back at his son. "And Devlin…"

"Y-yeah, Dad?"

"Thank you for springing me from the Null." He said. As if thanking the kid would erase the rejection and emotional damage he caused during the fight with Ben. "I'll expect you to check in twice a month. Don't disappoint me, or else Gwendolyn here will regret it."

He flew off.

Devlin and Gwendolyn stood staring at his retreating silhouette.

Then Gwendolyn let out a relived sigh. "Whew! I did not expect that to work."

Devlin blinked at her. "You… you just made me a spy!"

Gwendolyn turned to smile at him, a conspirators smile. What just happened would be their secret. "A double agent." She corrected. "Kevin expects you to pass him information. But nobody said the information you give him has to be accurate. I come up with something twice a month that Kevin might like to hear, you pass it to him. He's satisfied and you get to stay with Ben and Ken. And nobody's the wiser."

"That's… that's so dishonest! It's…" Devlin thought about it for a second. "Its perfect! Wow. Dad was right. You really did miss your calling as a con artist. You're like… like, you and my dad are perfect for each other!"

"T'ch. Don't say such ridiculous things." She chided the boy. She wasn't interested in finding a perfect match. She didn't need a perfect match. Kevin certainly wasn't her perfect match. She just wanted to get him on his back and ride those tentacles a bit until she'd had her fun. Then throw him back in the Null Void where be belonged. …Except the Null Void obviously couldn't hold him. She might as well just sit him down in an unlocked room. But that would be a worry for another time. "Now lets get you home before someone else wakes up and notices you're missing."

"Okay."

Gwendolyn recast her flight spell and offered to do the same for Devlin, but he didn't need it. His wings were enough.

Halfway back to the Plumber's Headquarters Devlin asked, "Hey, Gwendolyn, Dad's gonna figure it out eventually. That you played him, I mean. What are we gonna do then?"

That was the question. Hadn't she just been thinking the same thing? The Null Void couldn't hold Kevin. So, what were they left with?

"I'll think of something by then. You just enjoy your childhood and leave Kevin to me."

…


	4. First Deadline

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Four: First Deadline

Gwendolyn didn't like the term 'boyfriends'. They weren't boys. Not a one of them. Gwendolyn only dated _men_. But they were friends. And she had a lot of them.

Cooper was the sweet one. He still believed in 'true love' and 'happily ever after'. He was convinced that if he stuck at it long enough, that Gwendolyn would eventually come around and realize that she was in love with him and they would be married and have their happily ever after. It was sweet.

But not very exciting.

Their dates consisted of going out to eat -usually somewhere nice. Cooper's treat. He quit being a Plumber to pursue a career as an independent weapons contractor years ago and now made six times as much as he ever would have as a space-cop. Then a short evening stroll. See the city lights, look at the stars, discuss humanity and their place in the greater landscape of the universe. Sweet. Like a campy high school romance.

Then they'd retire back to Cooper's place. And that was where things stopped being like a sweet, chase high school romance.

It didn't matter who initiated it. It always ended up with Gwendolyn's hands tangled in Cooper's hair -she liked hair pulling, their hair, not hers- as he sucked on her breasts, and left dark red bite marks. Cooper had a bit of a marking fetish. It was actually a pretty common one as far as fetishes went, and -as per her rules- he never left a mark in a place that couldn't be covered in everyday casual wear.

When they got down to it, Gwendolyn was on her back, bent in half, her legs up around his shoulders as he pounded into her. Her nails scrapping down his back, leaving marks of her own, when her climax came.

It was a perfectly satisfying experience. But that was about it. Satisfying. Nothing great or spectacular.

But then, neither of her other guys were really anything spectacular either. Oh, sure, they all made her cum. But it was all the same. Satisfactory. Not extraordinary.

Jimmy was an uncommon experience.

He subscribed to a unique fetish called 'pegging'. Which was basically a short way of saying 'heterosexual butt-sex'. But not the kind you might expect. Pegging was when the guy was the one being penetrated by the woman.

Gwendolyn did have to admit that she liked the role reversal of it. Being the one to bend her partner over and make them take it. And with a double-ended vibrating dildo, she made sure she got her own orgasm in while Jimmy writhed and moaned beneath her -occasionally crying for more lube, she wasn't quite as attentive to the lubricant as she should be. (Being female, she made her own and so never really thought about men needing to apply it.) The one thing she could have done without was the occasional mess.

It didn't happen often, mind you. Jimmy was usually pretty good about prepping himself before their rendezvous. But it did happen.

The closest Gwendolyn came to having the hard, fantastic orgasm she craved so much was when she was with Cash and T.J.

They did everything together.

Including her.

And that was how they were able to push her so close to falling over the edge. Both, penetrating her at the same time. Gwendolyn felt so full. Stuffed. Words escaped her as they held her between them. Moaning with ecstasy. She came harder than she came with any of her other partners. Faster too.

But then one of them would say something like, "Oh… Cash, I can feel you rubbing against me…"

Or, "T.J., you're so hard…"

And that made Gwendolyn think they were more into each other than they were into her, and their double penetration was just because they were still in the closet and just using her to have sex with each other without having to feel like they were having sex with each other.

That was a real shame. They would be so much happier if they just admitted their feelings for each other. Eventually, she imagined they would. Some day. And on that day, Gwendolyn would lose access to such wonderful DP action. It would make her both happy for them and sad for herself.

Perhaps that was one of the reasons Gwendolyn found herself fantasizing about Kevin now. In his new 11,000 form. With those _four_ lovely tentacles. Mm! She wanted to give those a try. Oh! How she wanted to give those a try. It really, really was a real shame he was their enemy. He couldn't just be morally ambiguous, or nuanced, or really a good guy who's just done bad things. No. He had to be a petty, cruel, vengeful, egotistical, moderately unhinged son-of-a-bitch.

…

Devlin, for his part, was in a panic.

What was he gonna do?

Ken was the first real friend he ever had and Ben was Ken's dad. How could he spy on Ken's dad and help his own dad kill him?

Sure, Gwendolyn told him not to worry. She would handle his dad. But what could she really do? It wasn't like she could send him back to the Null Void. Even if she did, he'd just break out again. Like he always did. The Null Void wasn't a prison, it was a rustic vacation. Hell! Kevin probably had a nice summer cottage set up there by now. Complete with cobblestone garden gate and stained glass windows. What good would sending him to the Null Void do?

Or was she going to do something magic-ish to him. Turn him into a toad or a pumpkin. She couldn't exactly turn him into a beast, he already did that himself.

Then again, maybe Gwendolyn didn't actually know what she was doing. Same as him. Maybe she was just stalling him. Trying to give Devlin a small taste of freedom so that he knew there was more to life than just his father's gang, before the excuses ran out and Devlin was dragged back to the Lock. Or killed. No one left the Lock Eleven.

Not unless it was in a bag.

...

Kevin slept curled up on his side of the bed -just as he'd done for the past eleven years. On his side, hugging the edge of the bed, and trying to take up as little space as possible. Because god forbid he inconvenience Leeta in the least.

And then it dawned on him.

Leeta wasn't there anymore! Leeta was gone! He saw to that.

With an indulgent sigh, Kevin rolled over into the center of the bed and stretched. Oh, god, it felt so good to stretch out on the bed! To take up the whole bed and not get snapped at by an obnoxious bitch for encroaching on her space. An unintended moan of sheer undiluted pleasure escaped his lips. Kevin couldn't remember being this relaxed in a very long time. A very long time.

Leeta was gone, and while Devlin wasn't home yet, he was in a position to be far more helpful than Kevin would have ever dreamed his son could be. A spy in Tennyson's own house! He never would have thought of it. He _wasn't_ the one who thought of it. Benji's cousin had.

Gwendolyn Tennyson.

Kevin vaguely remembered her from ages ago. When they were still just children, not even in their teens yet! He recalled her being mouthy and obnoxious. A little bossy. Make that very, very, bossy. But smart. Always smart. And it looked like she was still smart.

But he was surprised at her suggestion. Kevin seemed to remember Gwendolyn being irrationally loyal to her cousin. To a fault. She and Ben seemed to argue a lot and disagree almost all the time, but she was also always ready to jump into a fight if Benji needed the back-up. It was near unbelievable that she would be the one to suggest he use his son -whom was about to be adopted by Tennyson- as a spy. Such a callus thing to do… It looked like Gwendolyn had grown up to become just his kind of scum. Kevin approved.

Now the question was, would she hold up her end of the bargain. Make sure Devlin didn't chicken out. Make sure the kid followed through. Or, would she welsh on their deal? Come clean to Tennyson and expose Devlin as a mole. Kevin didn't think she would. But at the same time, he couldn't understand why she would even suggest he use his son as a spy on _her_ _own family_ in the first place. Such a betrayal of her own kin...

She was an incredibly complexed woman. Gwendolyn Tennyson.

And if he wasn't mistaken, Kevin could have sworn she was getting aroused while he had her restrained. He could smell her pheromones spike with the intoxicating musk of a female in heat. That was new. In his mutated alien form he was used to being regarded with fear, terror, disgust, or revulsion. Attraction was a new animal entirely. He wasn't quite sure how he felt about that either. It was… new.

Just one more thing to think about. Another facet of the mystery that was Gwendolyn Tennyson.

…

Devlin attended school with Ken, and when Ben allowed his son to accompany him on hero missions Devlin attended those too.

School was awkward. Education hadn't exactly been a priority with his parents, but Kevin cared enough to make sure his son could read and write, and do basic math. But these lessons were delivered by tutors. Educated people who were either hired by his father or -as was more likely the case- owed him favors. Tutoring sessions were held in the comfort of his own room -usually under the watchful eyes of the gang's muscle- Devlin was not used to being shoved in a large room with twenty other kids his own age.

The teachers were impersonal, of course, that was understandable. Being given only one hour-long blocks to teach twenty-plus children, they couldn't afford to give each student individual attention. This wouldn't have bothered Devlin much, except that he quickly came to realize that the meager education he received back home just wasn't enough. He was depressingly behind all the other students in his class and it made him feel stupid.

On top of that, he didn't even have Ken to fall back on because, while they attended school together -that is, they attended the same school- they were a year apart in age and so were placed in separate classes.

Fighting campy bad guys who love hamming it up was much easier. Devlin knew what to do in a fight.

Against Dr. Animo, Ben had him and Ken running interference and crowd control. Keeping his mutated animal hordes and minions occupied while Ben got at the good doctor himself. Or protecting by standards from getting attacked or crushed in the crossfire.

When Ssserpent tried to crush him, wrapping his whole body around Devlin in his mutant alien form and trying to constrict him, all the boy did was bite down into the snake-man's scaly body and he let go immediately. Ken threw a Null Void egg, and that was that.

Then Devlin broke Captain Nemesis' arm.

He didn't understand what the problem was. People get injured in fights all the time. Ben was always getting his ribs cracked. The grown-ups used words like 'unnecessary force' or 'abuse of power'. Apparently, he went to far when they already had Nemesis on the ground -his power suit off- and Devlin thought it necessary to bend the man's elbow backwards until it snapped and the bone stuck out from the skin.

After that he was grounded.

Devlin expected this grounding to entail being locked in his room, required to make no noise, and not bother the grown-ups until they decided they weren't mad at him anymore. But that wasn't what happened at all. He was confined to the base, yes. But not to his room. He still had free run of the place, and he could still leave to attend school (although that did not seem like much of a freedom to him). But it was so strikingly _different _from what he was used to. Devlin didn't really feel 'punished' so much as 'reprimanded'. It was a nice change.

And before he knew it, two weeks had gone by.

The deadline for the first check-in Kevin expected came…

…and went. Past by completely and utterly forgotten in the chaos of adjusting to a new home and new rules. Devlin hadn't even thought about his agreement with his father until he received a lock of Gwendolyn's hair.

Much like the warning padlock had been delivered to him. Devlin received the note in much the similar way. Passed to him by a complete stranger in a public place under mundane and unassuming circumstances. He and Ken were on their way home when their hoverbords collided with an olderman in a Delorean. While Ken was making his apologies and picked up the man's sports statistics book, the old man grabbed a fistful of Devlin's shirt and made his displeasure know.

When they parted ways, Devlin realized that he had slipped an envelope inside his hoodie during their altercation.

Inside the envelope was a note with a lock of Gwendolyn's red-gold hair taped to it. On the note was written a single line.

_'Don't be late again'. −11,000_

He didn't sign it 'Dad' or even 'Kevin'. No, now it was 11,000.

…

Gwendolyn was just finishing up another off-planet mission when they appeared.

Nothing big and difficult, or very far away. In fact, she was still in the Sol System. She was sent as a moderator -and subsequently a witness- to the signing of the Jupiter Independence Treaty. Jupiter had been wanting to break away from Earth's control for a while, and now the Jovians had finally achieved it. Gwendolyn was just there to make sure the signing happened without any further drama. -And it did. No drama. At least, not for the Jovians.

Gwendolyn got drama. But it had nothing to do with her mission.

She was on her way back to the shuttle port, on her way back home when they jumped her.

Or more accurately, when they _tried_ to jump her.

Three men. All wearing clothing that would not look out of place on Jupiter, but also all with padlocks hanging around their necks (or closest equivalent to a neck) on large heavy-looking chains and each padlock was inscribed with a different number. A five, a seven, and a two. Devlin explained to her that the numbers referred to how many powers or abilities each member of the gang had. That was interesting, because the gang unit's intel told her differently. The Plumbers devoted to taking down smugglers and pirates (like the Lock Eleven) had assumed the number referred to a member's rank or level within the organization. (Gwendolyn had made a metal note to correct them, but she just hand't gotten around to it yet.)

They formed a triangle around her. Two blocking the way to her shuttle, the third covering her exit. They were alone on the shuttle dock.

Gwendolyn huffed, placing a hand on her hip. "Now, I know you boys aren't gonna go and spoil a perfectly good trip. These missions are the closest thing I get to a vacation and I'll take it as a kindness if you don't spoil it."

They did not comment on her statement. Instead, the one with the Two scratched on his lock said, "The Boss wants to have a word with you."

"I don't give a flying fuck what Kevin wants." She informed them calmly.

"He wants to speak with you. So we're gonna bring you in." The one with the Five informed her, crackling his knuckles. Sparks of blue electricity appeared between his fingers. "He was non-specific as the condition you had to be in. Just so long as your mouth works."

Gwendolyn heaved a sigh. "Well, if I suppose there's no other way…"

She didn't give them a warning. She called up the quickest spell she knew and threw all three of them down on their asses. That gave her enough time to chant a slightly longer, but farm more effective spell.

Meanwhile, the Seven was the first to recover from her stagger charm. He sprang back to his feet with the agility of a cat and leapt inhumanly high into the air. So, ability number one must be acrobatics or some equivalent. She wondered what ability numbers two through seven were. He came down in front of her, swinging out one leg to try and sweep her feet out from under her. But Gwendolyn jumped back just as she was finishing her incantation and the Seven froze in mid motion. Fixed in his kicking pose -motionless as a statue. Only his eyes were still able to move, darting around wildly with the realization that he was now helpless.

The Five didn't bother trying to get back up. He just let loose a bolt of blue electric energy. The blast caught Gwendolyn in the shoulder, but it was a grazing blow, skidding off her skin-tight magic shield like water over an umbrella. Speaking of water, if he had electric powers, wouldn't that be something he was weak against? Gwendolyn waited until the Five was calling forth more of his electric blue power and just before he let it loose again, she summoned a cascade of water to surround him, soaking him, and ultimately frying him with his own power.

She smirked in triumph.

But when Gwendolyn looked around, she realized she'd somehow lost sight of the Two.

"Not bad." Someone said behind her, almost in her ear.

She didn't have time to react. Gwendolyn felt a hand touch her shoulder. Then everything went blissfully dark. She remembered falling, but was already out before she even hit the ground.

When she did regain consciousness, Gwendolyn was being dragged. The floor was cool and smooth, like the metal paneling used in most space stations, so she supposed she could still be on Jupiter Colony. But that didn't seem right. The gravity was wrong, the echo was wrong, and the men who pinched her worked for Kevin and Kevin's seat of operations was on Saturn Colony.

A door slid open and Gwendolyn was thrown inside.

And, sure enough, there he was.

Gwendolyn dug her nails into the thick, black -brand new looking- carpet and pushed herself to her feet. They looked to be in an office of some kind. Black carpet, black over-stuffed armchair behind a utilitarian desk -made of metal and bolted to the floor-, black curtains pulled back to reveal a view looking out over the inner rings of the planet.

It was in front of this window that Kevin stood, his back to her. Arms clasped behind his back. Dressed in the same style black combat suit he'd been wearing the last time Gwendolyn saw him. Seriously. There was to much black in this room. Didn't this guy like _any_ other colors? At all?

"Devlin missed his deadline." Kevin informed her, not bothering to turn around.

"That's one of the risks you take when you get a child to do your dirty work." She shot back.

He turned around to face her, glaring reproachfully. "It was _your _idea, Gwendolyn." He reminded her. "I had hopped that you would remember that, and keep the kid on his task. Since you haven't-" he was out from behind the desk and up in her face in less than the blink of an eye. "-I have no choice but to make good on my threats."

One hand reached up to pull her long hair free of its pony-tail. The movement was slow and purposeful, and… strangely gentle. Far gentler than Gwendolyn would have ever imagined Kevin was capable of. It was an almost sensual motion and she found herself leaning into him, her red-gold hair tumbling around her face. Wild and free.

The moment ended, however, just as abruptly as it had begun when he morphed one hand into a small knife and cut a lock of her hair. Without another word, he crossed back to the desk and taped her hair to a piece of paper, which he then folded and slid into an envelope.

"What the hell was that!?" She demanded. She had thought he was going to- never mind what she thought.

"A message." Kevin shrugged as if this should have been obvious. He pressed a button on his desk and the same Two that captured her earlier came in, took the envelope and exited again. "Now then, until Devlin makes good on his end of the deal, you'll stay here as my hostage. So… how shall we pass the time?"

"Like _hell_ am I just gonna stay here!" Gwendolyn snarled back. She didn't care how fucking hot he was or how much she wanted to bone those tentacles of his. She was not about to let him dictate to her. Especially not when he was using her to manipulate his own son!

He smiled a cunning smile. "I'm looking forward to seeing you try to leave. Tell me, Gwendolyn, have you ever tried escaping from a space station before? Its deceptively difficult. It'd be much easier just letting my men show you to a room where you can wait until my son caves."

She matched his cunning smile with a glare of defiance. "And what am I expected to do while I wait patiently like a docile little lamb?"

He shrugged. "You're a clever woman. I'm sure you could think of something to entertain yourself with. Or…" In the blink of an eye he was no longer standing by the desk but was instead right in front of her again. Almost pressed up against her, they were so close. "Or _I_ could entertain you…"

The heat from his body nearly brushing against her made Gwendolyn's heart pound and she felt tingly all over. Giddy. She knew she shouldn't. She really, really shouldn't. It was Kevin for fuck's sake! Kevin mother-fucking Levin! Ben's enemy! Her enemy by proxy. But… Ben wasn't here right now. And she so wanted to take a ride on those tentacles. It was just sex. It wasn't like it would mean anything. So long as she stuck to her rules, it would be fine. Just sex.

With Kevin.

At the moment, Gwendolyn didn't care. She leaned forward. Brushing past his mouth -she never kissed on the lips- she instead scraped her teeth over his earlobe. He must have liked it, because he shuddered against her, his hands coming up to grip her waist as he dipped his own head down to her neck.

"You're a biter." He muttered into her collarbone.

"If the occasion calls for it." She whispered back.

Kevin trailed kisses up her neck, alternating between nipping and scraping with his teeth until he got to her ear. "Do you like being bitten back?"

Gwendolyn was about to answer 'yes', but paused just a moment long enough to remember that this was Kevin 11,000, a sadistic bastard with sociopathic tendencies. Someone who enjoyed hurting others with little to no sympathy. So, instead she said, "Don't break the skin. The moment you draw blood, this stops being sex and becomes an attack and I'll defend myself."

"Sex?" He chuckled, breath hot against her ear. "I thought we were just necking. You must lead a very boring life if this is what you call 'sex', Gwendolyn. No wonder you never had any children."

She pushed him away at that, genuinely annoyed at his assumption. He didn't know anything about her or why she never had children. Believe it or not, not every goddamn woman in existence has to want or have children! "The reason I never had any kids is because_ I_ actually know what the word 'responsibility' means. _Unlike you and Ben! _Do you even have protection on you? Or did you not plan ahead that far?"

"I'll pull out." He promised, determined not to lose the mood, and moved his attentions from her neck and ear to her mouth.

Gwendolyn stopped him before his lips could brush hers. "Not good enough."

Now he was the one getting annoyed. "Ya know, I am trying to be a gentleman about this. I could just as easily overpower you and take what I want."

"I would never let you rape me without a fight -by the end of which I guarantee you, you will no longer want it." She shot back, refusing to feel threatened by him. "No, Kevin. If we're gonna do this, we're gonna do it _my_ way. _You_ are gonna wear a condom. There will be no mouth kissing -I don't kiss on the mouth, _ever_. The safety word is 'sonnet', if either one of us says it everything stops. Biting and scratching is okay so long as nobody bleeds. Any marks left have to be easily concealed by normal clothing. I'm willing to do lots of weird and kinky shit, but if I say 'no' to something that means _no_. If I have to repeat myself then this arrangement ends. Do you understand and agree to these terms?"

Kevin just stared at her for a moment. "Why no kissing on the mouth?"

"None of your fucking business." She crossed her arms over her chest. "Do you wanna do this or not?"

There was another beat of silence. Then, "I don't have any condoms on me."

"Well then, I guess this just isn't gonna happen."

…

It didn't take Kevin long to find a prophylactic. He had been intrigued by Gwendolyn Tennyson since remeeting her the night he tried to collected Devlin. He never would have imagined a member of Ben's Team would double cross the obnoxious hero by suggesting to his enemy to place a spy in his house. Especially not Benji's own family! Yes, smart-mouthed and bossy little Gwendolyn had somehow managed to grow up and become cunningly interesting.

But more than that was the fact that she appeared to find him just as stimulating.

Kevin's sense of smell was an ability he received from Wildmutt, the Vumpimancer he absorbed from the Omnitrix back when he was still just a kid himself. It was one of the few abilities that still stuck with him even in human form, like XLR8's super-speed. He usually used it for sniffing out fear or nervousness which usually indicated lies -an invaluable talent in his line of work. Since stupidly committing himself to Leeta, he hadn't really used it for sniffing out women who might be interested in him. But Leeta wasn't here anymore and it had been so very, very long since anything but his own goddamned hand had stroked his cock.

And Gwendolyn was definitely interested. Definitely.

He was a little skeptical after their short skirmish in Bellwood. But just now, in his office… God! It took every ounce of Kevin's limited self-control not to just bend her over his desk and tear her clothes off. The scent of her arousal wafted between them. Warm and receptive -like he imagined her body would be.

But then she had to ruin everything with those stupid rules! No kissing on the mouth? What kind of bullshit was that? Always wear a condom? Well… okay. That was actually a legitimate concern. He certainly didn't want any more accidents coming along. Devlin had turned out -more or less- alright. He wasn't exactly happy with the kid right now (choosing to stay with his enemy and all), but overall he was a good kid and Kevin did care about him. But he didn't want to have anymore kids. So, Kevin begrudgingly agreed to her request. He went out and got some protection.

The room his men escorted her to was just a step up from prison cell status, but several significant steps down from army barracks. It was a small square room that felt more like a box. With no windows and only one door. It held nothing but a switch on the wall for the overhead light, a small table by the bed, and the bed itself. The bed was equally as disappointing as the room. A little to narrow to accommodate both of them side by side. It would serve his purposes for now, but if they continued this… whatever it was between them ('affair' sounded like to much of a commitment) then he was definitely going to have to move her to more comfortable quarters.

She was standing in the middle of the room when he entered. Arms crossed over her chest. Looking annoyed.

"So, is this where you stick all of your harem bitches?" She asked.

"Its a room with a bed." He informed her. "It will do for now."

"You're still under the impression I'm gonna stay here passively?"

"Your passivity is the last thing I want right now." Kevin assured her.

He shut the door behind him and crossed the small space between them. One hand snaking around her back to grab at her ass, pulling her closer to him, forcing her thighs to rub against his erection. And her scent spiked at the feel of his stiff member straining against his clothing. It drove him crazy! The other hand traveled up to tangle in her ginger hair, pulling her head to the side slightly, exposing her unblemished neck to him. He leaned down, chose a spot, and closed his teeth on her.

She gasped with pleasure before reminding him, "No marks where people can see."

Kevin lifted his lips. There was a red mark there, but not an actual love-bite. It would be gone by the next morning.

Her hands roamed over his broad shoulders and toned chest. Even though the fabric of his shirt she could feel the sculpted muscles of his pectorals and she found herself wondering about his chest hair. Did he shave it, or let it grow wild and natural. She could guess either. His chin was so smooth and clean-shaven, but his hair was long and unkept. Gwendolyn twirled a lock of it around her finger as she slipped her free hand up his shirt and felt a light dusting of thin chest hair. So, he let it grow but kept it trimmed. That was actually nice. She liked a bit of chest hair on men, just not so much that they looked like bears.

Kevin raised his arms so that she could lift his shirt off and he saw it in her face the moment she noticed his scars. They didn't really show much on his front, just thin jagged marks creeping over his shoulders. But on his back… oh, boy! He hoped she didn't ask to see his back.

"What's this?" Gwendolyn ran a hand over one shoulder, feeling the marred, uneven skin. She followed one mark over the shoulder and down the back until it intersected with another.

The memory of it made Kevin wince. "Its nothing you need concern yourself with." He growled. Then, because he was still justifiably bitter about it, he elaborated anyway. "In the Null Void there's this prison redundantly called 'Incarceration'. There they make the prisoners mine crystals like slaves -and they lash them like slaves."

She took a step back in horror. Obviously, Gwendolyn hadn't known that and Kevin found himself wondering if Benji knew. Would he condemn so many of his enemies to the Null Void and Incarceration if he did know just how horrible it truly was? Gwendolyn wouldn't. Kevin could see that written clearly in her face, he heard it in her voice when she asked, "These are scars from a whip?"

"An energy whip. A mechanical hilt that generates a plasma lash, when it breaks the skin it instantly cauterizes the wound so that there's no blood. But I don't wanna talk about that." He picked her up and threw her down on the narrow bed. His hands finding her belt buckle and pulling her slacks down to her ankles. "Right now I just wanna eat this pussy of yours."

The scent of her arousal wafted around him the moment her pants were off and her panties were down. It nearly drove Kevin into a frenzy. He spread her knees and knelt between her legs, his breath tickling the triangle of red-gold hair there -the same shade of hair as the locks on her ginger head. Kevin flicked his tongue out experimentally, tasting the wetness that pooled at the juncture between her thighs.

Gwendolyn gasped with the sudden sensation, hands reaching down to tangle her fingers in his hair. She was so juicy and enthusiastic. It felt like it had been forever since a woman was enthusiastic about sleeping with him. He lapped up her wetness greedily, enjoying the texture as his tongue slid over her open and inviting slit. The flavor was clean and sweet, better than he expected. Kevin plunged his tongue inside her, tasting deeper. Drinking her in.

Her fingers tightened their grip on his hair. Pulling in a not unpleasant way. Kevin withdrew his tongue from inside her and switched his attentions to that most sedative of nubs just above her slit. Alternating between licking and gentle sucking. Gwendolyn gasped at the sensation. Her hips rocking with desperation for more.

"I have to have you!" She moaned, and something in her voice -more than her words- drove him over the edge.

Kevin stood just long enough to unfasten his belt and slide his own pants off, fiddling with the condom to slide it over his stiff member. He crawled on top of her, one hand sliding up her shirt to push it up over her breasts, exposing her bra. Front snap. That was convenient. He unfastened it with one quick motion -so much easier than a normal bra. He closed his lips around one tight nipped just as he was about to slide into her.

"Transform." Gwendolyn commanded.

Kevin froze. "What?"

"Transform for me." She repeated. "I want you in your alien form. Use your tentacles."

"_What!?_" He echoed. She wanted his mutant alien form? No one wanted his mutant alien form! Leeta hated his mutant alien form, wouldn't even look at him when he was in it, wouldn't even look at their son when he was in it. It was grotesque, horrifying, and ugly. There was no way anyone could find it attractive. Especially not someone as upright and _good_ as Gwendolyn Tennyson. She was setting up for something. She had to be. Kevin slid off of her and stood, pulling his pants back up. "No."

Gwendolyn sat up, not even trying to cover her nakedness. "What? Why?"

Kevin just stared at her.

"I don't know what kind of game you're playing." He growled, frustrated and confused. He was so horny, he wanted to just jump back on the bed and pound his hard cock into her, but he also couldn't understand how she could want his mutant form and it frightened him. Leeta used his mutant form as an excuse to stab at his pride, deny him, and ignore their son plenty often. There was no way someone could want him in his mutant form. Not unless they were working some kind of angle. "But I've been played by bitches like you before and I am not gonna fall for that again!"

"'Bitches'? Excuse me!?"

He picked his shirt up off the ground and left the room. He didn't know what she was thinking. Kevin didn't need this.

…


	5. Strategies

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Five: Strategies

The first opportunity Devlin got after receiving his father's message, he snuck off to place a call to Saturn Colony. He didn't think Kevin would kill Gwendolyn, not right away at least. But he knew from observation that there was a lot between capture and kill that Kevin 11,000 could do to her that Devlin did not want to happen. Everything from ripping fingernails off, and climbing up to harvesting her organs for sale without an anesthetic.

Devlin thought of every possibility. So much so that he had himself worked up into a panic by the time he finally go a hold of his father.

"You're late." Were the first words Kevin growled, looking frazzled and frustrated.

"Let Gwendolyn go!" Devlin pleaded.

Kevin leaned back in his chair, widening the frame to reveal his neck that sported a number of bright red marks that looked like they might have been bites of some kind. Or bruises. Was his dad in a fight? Of course he was! Gwendolyn would fight back. Good for her!

"That's not how this works Devlin." Kevin reminded him. "If you want her released unharmed then give me something in return. Equal trade, that's what our business is. I don't give shit away for free. Information for my hostage. That was the deal."

"But I don't know anything!" Devlin insisted. "Ben's hardly ever home. Even less than you were ever home! I think Ken's birthday when I sprung you from the Null was the most time he's spent at home in the last year. Kai -that's Ben's wife- she's never home either. Max is the one who takes care of Ken and I, mostly."

Kevin tapped his chin in thought. "Interesting…"

"Interesting?" Devlin perked up. "Is that the kind of info you want? 'Cause I got more of that. Ben spends so much time away because of Plumb business only about _half_ the time. The rest he's been going to this tennis club -Ken and I followed him one night. Athough, I can't imagine why. Ben used to play soccer, not tennis. Kai divides her time between her archeology -boring museum stuff, and digs that last a while- and volunteering at her tribe's cultural center."

"House hold gossip isn't very useful to me, Devlin." Kevin informed him. "But you're new at this, so it will do for now. Gwendolyn will be released. _Don't_ be late again. And next time I want something a little more substantial than Benji's daily domestic failings."

The call ended.

Devlin sighed, equal parts relieved and disappointed.

Relived because Gwendolyn was gonna be released -hopefully unharmed- and come home soon. But also disappointed because his father didn't even ask how he was doing. Devlin already knew Kevin didn't care about him. He had come to terms with that. But it would have been nice if his father had at least _attempted_ to maintain the pretense, like he did when Devlin still lived on Saturn Colony. When it was a choice between Kevin and his mother, Kevin made sure he was the better parent.

But now… it was like Devlin was just another one of his lackey's. Just another member of the Lock.

Devlin sank to sit on the ground, drew his legs up, and rested his head on his knees.

…

The next time the door to her cell -comfortable bed be damned, a cell was a cell- opened, it wasn't Kevin who stood in the doorway, but instead the Two that had brought her in.

"Boss says your free to go." He informed her. Then walked away, leaving the cell door wide open.

"What? That's it?" Gwendolyn demanded. That couldn't be it. She almost had him. She couldn't figure out what made him turn so quickly. One second he was totally into it, about to penetrate her, the next thing she knew he was calling her a bitch and storming out with his panties in a twist. The only thing that happened in between was that she asked him to transform. That couldn't be it. Gwendolyn shouted down the corridor after the Two. "Where's Kevin? I demand to speak with him."

The Two turned back around to answer. "Boss is in his office. But he don't seem in the mood to talk."

Gwendolyn didn't care. She had a bone to pick with him, so she stormed down the corridors to where she remembered Kevin's office being. The door was locked when she got there, but she unlocked it with a simple spell and let herself in.

Kevin looked up from his desk, annoyed. Saw it was her and became more annoyed. "You're still here? Devlin came through, you can go now."

She had no intention of leaving. Instead, Gwendolyn entered the office fully, closing the door behind them. "I think you owe me an explanation."

"I don't owe you jack shit." He responded, returning to whatever it was he was doing at his desk. Scrolling through something on the terminal.

"Like hell you don't!" She snapped, slapping her hand down on the desk, demanding his attention. "We were about to get down to it and you pussied out. What the hell happened? What the fuck is wrong with you?"

Kevin slammed the screen of his terminal shut and slid it back into the desk. "I should ask you the same question. I was having a good time, about to fuck a wet horny slut and then you up and ask me to _transform_! Into my mutant alien form and fuck like a monster! _What the hell is wrong with you!?_ No one wants to get fucked by a monster like me!"

And then Gwendolyn realized something about Kevin. He was fragile.

Emotionally fragile.

She didn't know much about his life overall, she hadn't exactly seen him in well over a decade. But she remembered him being self-conscious when they were children. Having low self-esteem. Blaming Ben and the Omnitrix for turning him into a monster. He was older now. More experienced. More mature (she assumed). But he was still emotionally fragile and overly sensitive about his monster form. (Even if his new and current monster form was all his doing and couldn't be blamed on Ben or the Omnitrix this time.)

Gwendolyn sat on his desk. "Okay, first of all, that is the _last_ time you get to call me a 'slut'. Secondly…" She leaned across the desk and brushed his hair out of his face, hooking it behind his ears so that she could see his features clearly. High cheekbones and a square jaw. A straight nose and eyes such a dark brown they might as well be black. He was so handsome… "Kevin, you _are_ a monster. But it has nothing to do with your alien form."

"This is you trying to make me feel better?" He inquired skeptically.

"No. This is me telling you the truth." She corrected. "You're a monster. You're a horrible person. You deal contraband, you lie, you cheat, you steal, you murder, you killed your own wife!, you neglect your son, you are manipulating your own son! You are almost every kind of 'bad' there is. I think there's maybe only two or three kinds of 'bad' that you're not. So, yeah, you're a monster. But it has nothing to do with your mutant form. You're just as much of a degenerate bastard in this smokin' hot bod with this handsome face as you are with four arms, wings, and a tail. If anything, that shape is more true to yourself."

"And you wanna have sex with this monster?"

"Actually, I just wanna ride your tentacles." She corrected. "I don't care who they're attached to."

"You're sick." He blinked in astonishment. That was not the answer he'd been expecting. "And you know they're not penises." Kevin reminded her. "They're more like really long hands."

"What, you've never used your hands to get a woman off?"

"What would I get out of it?" He asked, deflecting the subject.

"I always make sure my partners get off." Gwendolyn assured him.

"Yeah…?" He grabbed the wrist of the hand that was stroking his hair, placing a deceptively gentle kiss on her palm, then another on the heel of her hand, the inside of her wrist. As he traveled up her arm he muttered, "I think I'm starting to like this idea…"

Gwendolyn sighed at the sensation. His light kisses sending tingles up her arm. It was really astonishing just how gentle and _tender_ he could be when he thought he was about to get something he wanted. "I bet you are." She whispered back. "Just imagine it. Me, all wet and sweaty, bouncing up and down on those long thick things of yours, moaning and writhing with pleasure, screaming your name when I cum…"

"That sounds nice…" Kevin reached his other hand out to pull her closer to him.

"Yup." And that was wen Gwendolyn pulled away. "But you called me a slut. So looks like that's not gonna happen. I don't take kindly to being disrespected, Kevin. I'll be going now. See you on the battle field -I assume you are still at war with Ben. Bye."

She hopped off the desk and walked out of the office.

…

Gwendolyn came home from her mission a day later than she was scheduled to and neglected to bring back souvenirs for Ken and the rest of the family.

On its own, one or the other would not be strange. Itineraries changed, Plumbers adjusted. That was the way things were done. It happened a lot more often than the average Plumber would like to admit. The forgetting to bring back souvenirs was a bit rarer, but it had also happened before. Sometimes Gwendolyn was just in a hurry to get home and didn't want to take the time to brows for nick-knacks.

But when these two things occurred together, it gave Max cause to worry.

If Gwendolyn knew she was coming home late, she usually made a point to bring back better quality souvenirs. The lack of gifts entirely was suspicious. So, after Ken was done voicing his disappointment over not getting any new swag and dragged Devlin outside with him to blow off steam, Max made a point to have a sit-down with her.

He poured two cups of coffee and brought them into the office.

As with every time Max entered what was _supposed_ to be the space reserved for the clerical work that went along with being a Plumber, all he could see was a stack of datapads and papers almost completely hiding Ben's desk. All the reports, claims, testimonies, and other paperwork that he was supposed to verify and file. Ben never was one for clerical work. There was once a time that Gwendolyn did it for him. But after a few years, she got sick of being an enabler and left him to do it himself -which he never did.

But as Max entered the room further, from around the pile, Gwendolyn's desk became visible.

Unlike Ben's disused and forgotten pile, Gwendolyn's space was immaculate. What few papers or datapads that weren't yet processed were sorted into orderly and well labeled treys. Max noticed that her report of her latest mission was among them. Instead of actually working, Gwendolyn appeared to be browsing the Plumber's penal database and opening only tabs pertaining to the Incarceration facility located in the Null Void.

Max set one of the coffees down next to her. "Something happen on your mission?"

Gwen hesitated, then reached for the coffee to try and cover it up by taking a sip. "Nothing more than the usual."

Max took a sip of his own coffee, pretending not to notice her hesitation. He looked over her shoulder at the tab she was reading. Something about the history of the Incarceration facility. When it was constructed. Who commissioned it. The first Administers. A quick glance at her tabs' labeled showed that she also intended to look into the geological survey done prior to its construction, its facilities and programs for rehabilitation, its work program, the hiring process for guards and wardens, and its annual budget, and how often the facility was inspected.

That was a lot of research on something very specific all of a sudden.

"What's the sudden interest in Incarceration?" He asked.

"Grandpa, you've been a Plumber longer than me." Gwendolyn set her coffee down. "Have you ever toured the prison? Or maybe spoken with a former prisoner after they've been released?"

"No." Max admitted. "But that doesn't answer my question."

"Its just so strange." She continued, ignoring the fact that she wasn't telling her grandfather why she was spontaneously obsessed with something that wasn't even new. In fact, the prison was older than she was. "There's not a single formal complaint lodged against the place. Not by a single inmate. I know they're not usually the type to file formal complaints, but as old as that place is… I can't believe there's _none_. And look at these inspections. Perfect! But the budget doesn't cover everything Incarceration has. Something must have at least fallen into disrepair with the pennies they're being given. Yet, ever inspection comes back flawless and up-to-standard."

Max did admit that sounded strange. He'd been a Plumber a long time and knew what bullshit smelled like. But at the same time, Incarceration was so far away. In the Null Void, the place he sent the bad guys. Max couldn't quite bring himself to care all that much. So he gave a short chuckle. "You're upset that its perfect?"

Gwendolyn spun around to stare at him. "I'm upset because I've found evidence that Incarceration might be using the prisoners as slave labor. They might be criminals, but they are still entitled to living out their sentences without unnecessary hardship or abuse!"

She was right and Max felt adequately chastised for not caring. "So what are you planning, Pumpkin?"

After all, this was Gwendolyn. As soon as she learned of any injustice, she endeavored to change it. But, unlike Ben, she didn't charge in blindly. Gwendolyn did her research, formulated a plan, and charged in only if a charge was the best approach -usually she either snuck in through magical means, or else went through official channels. It depended on the nature of the injustice. But the material point was that she would have a plan.

"I'm gonna accompany the next inspection." She informed him.

"I see." Max nodded. Yup, that sounded like a Gwendolyn plan. "And will you be bringing this evidence with you?"

"No." She said quickly, shaking her head furiously. "The evidence I found I left right where it was."

"Was this evidence a person?" He asked.

"Yes." Gwendolyn admitted. "But for everyone's protection, he's going to remain safely anonymous."

…

Devlin could not care any less than he already did about Ken's disappointment at not getting a souvenir from Gwendolyn's mission to Jupiter. He was preoccupied worrying about Gwendolyn herself. She seemed to be walking just fine, so Kevin didn't bash out her knees. And it looked like all of her fingers were intact. None of them broken or in splints. There was no visible evidence that Kevin had beat, tortured, maimed, or disfigured her. But Devlin knew his father and knew that Kevin must have done something with her.

Or, what if Gwendolyn actually gave Kevin the intel he wanted but that Devlin was unable to provide. Was that why he let her go so easily? Did Gwendolyn betray Ben? Was the family in danger?

Admittedly, Devlin didn't really know Gwendolyn all that well. She was just as busy as every other adult member of the family and so was almost never home. But she was the one to convince Kevin to let him stay and -to spite her extended absences- she did make an effort to pay attention to him and Ken. Make sure they knew they were wanted and loved even if she, Kai, and Ben were never home. Of the four adults in the family (Ben, Kai, Gwendolyn, and Max) Gwendolyn was Devlin's second favorite -his first favorite being Max since he spent the most time with him and Ken.

Finally, Ken blew off enough steam (and got hungry enough) to go home for dinner.

Max whipped up some macaroni and Tyrusian eel cheese. That was one thing Devlin had to get used to living with the Tennysons. Not Grandpa Max's weird cooking -although that did take some getting used to- but having people cook for him. As soon as Devlin was able to push a step-stool over to reach the stove people stopped cooking for him. They figured the Boss' boy could take care of himself. Goodness knows his mother never lifted a hand to make a meal for him.

After dinner came homework which Max also helped them with, and Devlin needed a lot of help.

The unfortunate side of this was that Ken got bored or frustrated with school work easily and so was constantly getting up and walking around, playing games on his phone, or just sitting there making noise. No matter what he did, it was distracting and Max had to constantly put Devlin on pause to wrangle the other boy.

Finally, Gwendolyn came out of the office and sat down at the table. "I can help Devlin, Grandpa, if you wanna take care of Ken."

Devlin was practically brimming with questions. Was she alright? What did he do to her? Did she need any help? How was she concealing her injuries so well? Was she using her magic to appear fine? Did she use her magic to heal instantly so that Kevin's torture didn't leave any lasting effects? But he didn't get the chance to ask any of them. The moment Gwendolyn was seated next to him, she pulled his history book closer to her and hiss low enough that only he could hear.

"Not now. We'll talk later." Then, at a regular volume she commented, "Ah, Mesopotamia. I remember learning about that. I guarantee you, Devlin, you will never use any of this in real life. But its fun to know."

And so they spent an hour or so bent over his history homework. Gwendolyn showed him how to pick out the important details from the peripheral or mundane information. Admittedly, the fact that she made him read over his worksheet questions before reading the book helped. It was such a simple and obvious strategy, yet it was almost a month that Devlin had been attending school with Ken and this was the first time he was trying it.

After history was math. Devlin was notably better at that than he was at history. Kevin might not have sent him to school, but he did make sure his son -and future heir of his criminal empire- knew his basic arithmetic, fractions, and percentages. He already had the background necessary to learn Algebra, he was just a few months behind the rest of his peers -unlike the couple of _years_ he was behind in history or literature.

The moment their homework was done, Ken dragged Devlin off to play a couple of co-op rounds of one of his video games.

Finally, after all that, when the rest of the family had gone to bed, Devlin finally found his opportunity to talk to Gwendolyn.

Living with the Tennysons, Devlin quickly learned their habits. Ken moaned and groaned and protested when bedtime rolled around. But almost as soon as his head hit the pillow, Ken was fast asleep. Once the children were put down and kissed goodnight, Kai (if she was home) retreated into the family library to work on a paper she was writing with the hope of being published in the Journal or Xeno-Archeology. Ben (if he hadn't already left) went to meet a friend from the tennis club he attended -this still confused Devlin as Ben often spoke of his soccer prowess but never seemed interested in other sports, tennis included. Grandpa Max went to bed long before the kids did. Gwendolyn liked to stretch out on the living room couch and read her books.

That was how Devlin found her when he snuck out of the room he shared with Ken.

Laying across the couch. Her head up on a pile of pillows, her feet thrown over the opposite arm rest. Clad in flannel PJ pants and a tank top. But instead of one of her magic books, she was reading a datapad.

"Are you alright?" Devlin blurted out the moment he was facing her. "How did he hurt you?"

"Don't you mean '_did_ he hurt you'?" She lowered the datapad, an amused smile on her face. She was amused. She just returned to safety after being held captive by an evil degenerate crime Boss, and she was amused. What the hell!? Gwendolyn sat up, laying her datapad across her lap, and patted the newly vacated cushion next to her. "Sit down, Devlin, we need to talk."

Devlin took the offered seat, not meeting her eyes. "My dad taught me how to punish people and use them to send a message. Are you in pain? Have you been using your magic to look normal?"

She offered him a gentle smile. "No, Devlin, I'm fine. Kevin didn't hurt me. He just kept me locked up for a couple of days."

The boy got the distinct feeling that Gwendolyn wasn't telling him the complete story. Something did happen between his father and Gwendolyn, but he just couldn't even begin to guess what. Gwendolyn looked fine and didn't seem to be in pain. So, Kevin hadn't tortured or maimed her. But he definitely did more than just keep her locked up for two days.

"But I did want to ask you about him." She confessed. "Devlin, has your father ever talked about his time in the Null Void. When he was in Incarceration, or about his scars."

"Scars?" Devlin blinked in confusion. "My dad doesn't have any scars. I mean, besides the X on his chin. That, he says Ben gave him."

Gwendolyn paused at that. Had Devlin never seen Kevin with his shirt off? How can you live with a person and not accidentally catch them in one stage or another of 'undressed'? Goodness knew Gwen had caught Ben in just his boxers often enough. She and Kai shared clothing and often stripped down and changed right in front of each other. Ken had caught her in just shorts and a bra a couple of times. It was just one of those things about living with other people that everyone experienced but no one talked about. So, how could Devlin live with Kevin and never see his scars?

Because Kevin was almost never home. Gwendolyn had to remind herself.

Between running his criminal organization, fighting his personal vendettas, and being sent to the Null Void, Kevin wouldn't so much have 'lived' on Saturn Colony as 'rested' there from time to time.

In fact, Kevin really wasn't all that different from Ben in that respect. Ben was also almost never home.

Suddenly deciding that they needed a subject change, Gwendolyn put an arm around Devlin and pulled him closer to her. The boy tensed, he still wasn't used to being hugged, but she interpreted that as all the more reason to hug him at every opportunity. "Your dad wasn't home a lot, was he."

"I've said that many times already." He tried in vain to struggle out of her hold, but Gwendolyn wouldn't let go.

"Ben, Kai, and I are also often gone." She informed him. "I just want to make sure you understand that we care about you and Ken, even if we're not around."

Devlin paused a moment before answering. It was true. The adults of the family were absent a good majority of the time. In that regard they were not all that different from his father. But it was the general attitude when they _were_ around, that was the significant difference. When his dad spent time with him, there was an undertone of obligation to it. Kevin spent time with Devlin because he felt he had to. He had to teach his son how to use his powers. He had to help Devlin understand how to shift from one shape to another. He had to make sure to boy could control all eleven of his powers. He had to be sure Devlin wasn't slave to his energy cravings. Kevin had to make sure his son knew his father. All these things he had to do and he did do.

But the Tennysons spent time with him and Ken because they _wanted_ to. Ben wanted Ken and Devlin to know they were valued and he wanted them to be able to take care of themselves even if there wasn't an adult around to take care for them. So, he allowed the boys to accompany him on missions. He limited the things they were allowed to do, but he still brought them along. Kai loved to both preserve and share her native Navajo culture and so -when she wasn't to busy- loved to tell them stories and folk tales or teach Ken ceremonial dances. She offered to teach Devlin too, but he refused -embarrassed. And then there was Gwendolyn.

Gwendolyn was home just as little as Kai or Ben ever were, but she and Devlin shared a secret. That meant that they shared a bond of sorts. They were partners in crime together. Kevin would allow his son to stay with the Tennysons only if Devlin furnished him with intel on how to finally take Ben down. A plan that was originally Gwendolyn's idea. Not because she harbored any unchanneled animosity towards Ben, but rather because she wanted to get Devlin away from Kevin and make sure he had at least some version of a childhood before being claimed by the harsh and cruel realities of adulthood.

That alone showed Devlin that she cared.

"I know." And while he was thinking about it… "But, Gwendolyn… what are we gonna tell Dad next time? Two weeks from now when he expects my next report. I don't want to betray Ben, but I don't want you to suffer because of me, either. Isn't there something we can do? Not send him to the Null Void, it can't hold him. But maybe your magic? Turn him into something. Like a frog. Or maybe trap him in something else. Something he can't break out of."

"I'll look through my books." She promised. That was when she let go of the one armed hug she had around Devlin. "But I don't want you to worry to much about Kevin. From now on, I'll relay reports to him on your behalf. I'll just make stuff up, something plausible but complete bullshit. Something that will satisfy Kevin. He'll be my problem, not yours."

Devlin was silent as he looked at his socks. Drawing his knees up to his chest, the boy asked, "Why are you doing all this for me?"

Gwendolyn also drew her knees up to her chest. It was a fair questions, and he deserved an answer. She didn't look at the boy when she answered. Instead keeping her gaze focussed ahead, on the wall behind the TV. "Because I know what its like after you escape an abusive relationship. Like you don't matter. You have no idea what to do with yourself. Maybe you even wanna go back to your abuser because its familiar…"

"Did your parents neglect you too?" Devlin asked.

"What? Oh. No, my parents were great." She assured him. Really, Frank and Natalie Tennyson were the best parents a person could hope to be born to. "But my first serious boyfriend… he was a real piece of work. He manipulated me, used me, fed off me, and… one other thing. Looking back, I'm amazed it took me so long to end the relationship. I promised myself I'll never be vulnerable to a man like that again."

"Why didn't you just yell at him until he left you alone?" Devlin asked. "That's what my mother used to do whenever Dad did something she didn't like or refused to give her something she wanted. She would shout, and argue, and call him all sorts of bad words until he gave in and did or gave her whatever the fuck she wanted."

Gwendolyn nodded soberly. It was true that both Kevin and his wife were each one version or another of negligent and abusive, but from what she could gather, it seemed like the mother was the greater offender. At first she didn't really believe it. After all, Kevin was the most evil thing since the invention of evil, so how could anyone possibly bully him into submission. Or emotionally beat-up or manipulate him. But that was before Gwendolyn had her epiphany that he was fragile. Emotionally fragile. Knowing that, all it would take was the wrong word delivered by a harsh tongue to make him crumple like a cheap hat.

Emotional abuse seemed to be the hallmark of any extended relationship -whether it be parent-child, husband-wife, or cousins.

Gwendolyn shook her head. "That's no way to do things, Devlin. You can't bully people into doing what you want. What your mom was doing to your dad was just as bad as when your dad tossed you to the side in your fight with Ben. That's why I'm so determined to keep you away from Kevin. Because you need to see what a non-abusive household looks like. Life is more than what it was living with Kevin. Just like for me, life is more than what it was with Michael. That's why I'm so determined to keep you here with us."

Of course, the Tennysons weren't entirely perfect either. But they were still worlds better than Kevin and Leeta had been.

...


	6. Second Deadline

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Six: Second Deadline

"I really hate all this sneaking around." Julie sighed. She climbed out of bed and slipped a robe on to help Ben retrieve his discarded clothing that had been haphazardly thrown around the room fifteen minutes earlier (Ben didn't take long to get it done).

"I know, I know…" He growled, picking up crumpled bedsheets and tossing them back on the bed. Ah! There were his pants! Ben snatched them up and started struggling into them, one leg at a time. "But there's just to much going on right now. I just adopted Devlin and so the whole family's being turned upside down. I can't leave my wife right now. I just can't do that to Kenny. Things are already crazy enough at home. He doesn't need that."

Julie did not look impressed. Ben hadn't changed one bit. Not since high school. He always said he would do things. Made promises. But he never kept them. When it came to the domestic aspects of his life, Ben was a terrible flake. He wasn't going to leave his wife. Oh, sure, he said he would. They had a tense and uncomfortable relationship and what love there had been in their marriage evaporated years ago. Not that there was much love to begin with. Ben got married because he got Kai pregnant, not because he was ready (or even wanted) to be married. He was a terrible husband.

But, to spite that, he wasn't gonna leave Kai for Julie. Of course not. Because that would take effort. That would make his life uncomfortable during the transition. That was also something Ben was terrible at dealing with. Dramatic changes in his personal life. He could have an affair, but he couldn't have a divorce.

If Ben had his way, everyone in his life would just go along with whatever he wanted so that he could go off and fight monsters and aliens unhindered. That was what Ben wanted.

Julie threw his shirt at him.

"Hey, thanks." Ben slipped the garment over his head, oblivious to her irritation with him. "Sorry I can't stay the night. But with Kai home and Devlin still adjusting to everything… she gets pissy if I'm not there to deal with him."

Crossing her arms over her chest, Julie questioned the wisdom of her choosing to resume a relationship with Ben Tennyson -even if he weren't married. But there was just something about him. Something that compelled her to keep giving him chance, after chance, after chance… It was that same something that prompted her to say, "After Devlin adjusts. After Devlin's gotten used to living with you instead of Kevin -you'll tell Kai about us then?"

"I promise." He crossed the space between them and kissed her on the lips. "After things settle down."

Julie was not impressed. Ben never kept his promises. Ben's life never settled down. And still… she found herself saying, "Alright."

Ben picked up his shoes and left.

Julie sat back down on the bed and wondered what the hell she was doing.

…

It seemed Gwendolyn had a lot of projects all of a sudden.

And they all centered around one man…

Kevin E. Levin. Kevin 11,000.

She had to come up with something to pass along to him. Some small piece of information that might help him destroy her cousin. Not something real, mind you. Gwendolyn had no intention of betraying Ben. But it did have to sound plausible enough that it _could _be true. Otherwise Kevin would never believe it. The deadline for that one, however, was two weeks away and could be put off for a couple of days. She had time to think of something. And this time was wouldn't forget.

Then there was her bleeding-heart mission to discover just how much truth there was to Kevin's claim that the Incarceration facility within the Null Void used its prisoners as slave labor. Forced labor was nothing new in prisons. Neither was cruelty. But they were two things that did not belong in Plumbers owned and run facilities. The Plumbers should hold themselves to higher standards. The Plumbers should be focusing on rehabilitation, not punishment. And so they typed up a very politely worded request to accompany the group on the prison's next inspection. But the next inspection was not for some time and so after the request was typed and sent, Gwendolyn set that project aside as well.

The third and final project was the one that looked like it would dominate her time. At least until she found the solution to her problem. Her and Devlin's problem.

Kevin.

What were they going to do about Kevin?

It was true, their farce would not last forever. Eventually, Kevin would discover that he was being played. That the information Gwendolyn gave him was false. That it was all an elaborate lie meant to keep his child away from him. He wouldn't care that it was so the boy could have a proper childhood (or as close to a normal childhood as he could have). He wouldn't care that it was better for his son to stay in a safer and healthier environment like the Tennyson household than to stay with him in his smugglers gang. All Kevin would care about is that he had been lied to and that which was his (Devlin) kept from him.

They had to get rid of him.

But how were they going to do it?

The Null Void couldn't hold Kevin. That fact was well established by now. Several times.

So what could they do? Devlin's suggestion of turning him into something was an interesting idea. But the problem with those kinds of transmogrifications usually chose the new form rather than the practitioner casting the spell choosing. Usually a form that fit the personality or traits of the one the spell was being cast on. It brought their 'true self' to the surface. If the object of the spell is a slippery, untrustworthy, devious, or treacherous person, they would turn into something akin to a snake or a rat. If they were stubborn, willful, and aggressive, they would turn into a bore or a bull frog. Or if the person has many diverse traits, they could turn into a chimera-like creature with attributes from many different animals.

Kevin already did that.

So a transmogrification spell was not the rout to go.

But then there was Devlin's back-up suggestion of _trapping_ him in something. Trap spells and imprisonment curses had their drawbacks as well. But they would be far more reliable against Kevin than a transmogrification spell. For one, it did not run the risk of turning him into something more dangerous. The main problem with imprisonment curses was that there needed to be a way to break the curse. To let the prisoner out again. Any door that can be closed must be opened again. Any door that can be opened must also be able to be passed through in either direction. That was the way it worked.

So, if they did trap Kevin in a magical prison they would have to guard it carefully to make sure no block-head virgins came by and lit the black flame candle on the night of Halloween during a full moon and brought back the Sanderson Sisters -or in this case Kevin.

Still, even taking that into consideration, Gwendolyn had to admit that magical imprisonment was the best option.

She set to work on researching it.

…

Time passed.

Devlin was released from his grounding and allowed to accompany Ben and Ken on missions again. He acclimated to his classes, his grades improving from solid Fails across the board to a staggered range between Ds and Bs depending on the subject.

Ben continued to be absent a great deal of the time. Kai continued to immerse herself in her work. Gwendolyn alternated between off-planet missions for the Plumbers and her own personal projects. Max remained the only consistently present adult in the children's lives.

Kevin's deadline approached again…

…But this time Devlin did not forget it.

Gwendolyn was off planet at the time. Devlin knew she told him not to worry. That she would take care of it from now on. But she wasn't home and he couldn't exactly call her on the house phone to remind her or ask if she remembered to chat with one of Ben's greatest enemies. So, he took matters into his own hands.

Kevin had already seen the inside of the Plumbers Headquarters, so a map of the building should be safe enough to give him. It wasn't like it was information he didn't already know. So there was no tangible danger in him having it. If Kevin was displeased by it, then Devlin would just remind him that he was just a kid and still new at this spy thing. Hopefully, that would be enough to placate his father.

Devlin waited until dark to sneak out of the house. Ben was gone -as seemed to be the usual-, Kai had left the previous weekend on a new archaeological dig, Max (being the old man that he was) had gone to bed at four in the afternoon, and Ken fell asleep playing his video games. With Gwendolyn off world as well, there was no one to keep him from leaving or to follow him out.

Making his way to a less than reputable part of town, Devlin selected an out-of-the-way public call terminal. One with a video call screen. He wanted to see his father's face and gauge his reaction when Devlin sent him the 'intel' over the transmission.

But it was not Kevin who picked up the call. Instead the mostly human-looking face of a Two stared back at Devlin. "Thank you for calling." He began, impersonally. "If you're a returning client, please enter your passcode now. New clients should understand that-"

"Shut the fuck up and stop pretending to be a recording. Where's the Boss?" Devlin snapped, impatient and unamused. It scared him a little bit just how much like his father he sounded -even to his own ears. The Two must have heard it too, because he blinked at Devlin in mild surprise.

"The Boss is a busy man." The Two informed him. As if Devlin were just any other member of the gang with inflated ideas of self-importance. "He doesn't have time to answer every little call-"

"He'll make time for _me_." Devlin held up his own lock so that the public terminal's camera could clearly pick up the 11 carved into it. At least, he hoped Kevin would make time for him. His father had never done so before. But then he wasn't working for the gang before, he'd just been sitting at home taking up space. Now he was out in the world and on a mission (reluctant thought that mission was). Kevin had to make time for him now.

The Two's eyes went wide as soon as he saw the number. Aside from himself and his father, there was no one else in the gang above a Nine. "You're Little 11!"

"I am." Devlin wasn't to fond of the nickname. But there wasn't much he could do about it. No man really got to choose the way people remembered him. "Now put me through to my Dad before I get angry."

But the Two still hesitated. "He's in a meeting right now and doesn't want to be disturbed."

Devlin hesitated for half a second. His father never made time for him before and while he might start making time for him now, he still would not be pleased to have been pulled away from a meeting with either a buyer or a supplier. However, if it was the kind of 'meeting' where he had to teach a lesson, Kevin just might forgive the interruption. Sometimes taking outside calls in 'meetings' like that drove home the point that the person being 'educated' really meant nothing to him. Devlin decided to gamble. "Disturb him. Tell him… tell him I'm making my deadline, the least he can do is be present to get it."

That sounded enough like a command from the 'future Boss', right? Dad did call him the future Boss of the Lock Eleven. Devlin wasn't sure if that was what he actually wanted or not. But just in case, best to start practicing now.

The Two still hesitated.

"Do it!" Devlin had to snap.

"Hang on…"

He kept the kid waiting so long he had to put in more money to keep the public terminal from dropping his call. That was one of the drawbacks to using anonymous public call boxes in shady, ill maintained parts of the city. They cost more and the meter ran out quicker.

Finally, Kevin's irritated face appeared on the screen. "Ah, so you remembered this time."

He seemed annoyed, but wasn't actually mad. That meant that Devlin had gambled correctly that his 'meeting' was disciplinary, not actually business. This was confirmed by the sound of someone moaning -or sobbing- softly off screen.

"I've got something better than household gossip this time, Dad." Devlin was quick to say. Because, really, anything was better than household gossip. But he was also carful not to sound to proud of himself. He didn't want to raise his father's expectations. A crappy map of stuff he already knew was still a crappy map of stuff he already knew. "The complete layout of Ben's Plumbers Headquarters. All entrances and exits, air-ducts, service access corridors, maintenance stairs and elevators…"

Devlin trailed off when Kevin pinched the bridge of his nose and groaned. The boy held his breath and reminded himself that his father was half a solar system away on Saturn Colony and couldn't hurt him if he was angry. Couldn't hurt him right now this second, anyway. Kevin opened his mouth to say something. Closed it again. He looked really pissed. Like, really pissed. And disappointed. That bothered Devlin for some reason. As much of an evil ass as his father was, Devlin still didn't want to disappoint him.

"You're only eleven…" Kevin muttered. More to himself than actually to Devlin. "This is only your second try at this…"

His hand touched something off screen, but whatever it was, it must have been metal because Kevin's body covered itself in a skin of steely armor. He morphed his hand into a curved blade and spun. Turning his back to the com's camera. There was the sound of an aborted gasp, a squish and a splatter. A splash of red streaked across the video feed for a second and when Kevin turned back to Devlin, there was a trickle of dark red down one side of his face.

Kevin wiped the late unseen victim's blood off his face. Seeing his son's mildly shocked expression he shrugged. "What was I supposed to do? Let him live so he could blab to the rest of the gang how you failed me twice in a row and I just let it go?"

"But, Dad, I-"

"I don't want to hear it." Kevin held up a -still metal- hand. "Just send the map to the terminal in my office."

The screen went dark and for a second Devlin thought his father just hung up on him. But then the same Two appeared again. "Ready for data transfer, Little 11."

With a sigh, Devlin inserted the data stick into the terminal and began the transfer. When it was done he ended the call without any pleasantries exchanged with the Two, and collected what little change was left over from the call. He hoped nothing terrible came of this. It was just stuff his father already knew about Ben's house. So, he wasn't really betraying his new family. …Even if he felt like he was.

Even so, Devlin couldn't help feel just a bit proud of himself. He actually accomplished something. He was given a task and he did it. That was something that never really happened before. The only other time Devlin actually completed something before now was when he manipulated Ken, snuck into the Null Void chamber, and freed Kevin. Devlin hoped this newest completed task wasn't going to end the same way that one did. The last thing he wanted was another mad, destructive battle between his father and Ben.

Or worse. Between his father and Gwendolyn.

When Devlin came home, it was to find Ken still asleep on the couch. The 'Game Over' screen of his game still asking him if he wanted to continue or return to the Menu. Devlin couldn't help but smile. "Right where I left you."

He switched off the game and transformed into his mutant form to lift Ken and carry him into their room. He tucked the younger boy into bed before changing into his own pajamas and climbing in after him. Devlin's last thought before he followed his adopted brother into slumberland was where Gwendolyn was and whether or not she remembered that Kevin's deadline was today.

...


	7. Tryst

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Eight: Tryst

Gwendolyn had not forgotten about Kevin's bi-weekly deadline, or that it had come again. She made a point to stop at Saturn Colony on her way home from her latest mission. She told Devlin that she would take care of dealing with his father from now on and she intended to hold to that.

Saturn Colony began as a perfectly legitimate and reputable project. It was a mining colony founded by a combination of Earthlings and aliens hoping to escape the intolerance between species that sprang up in the years shortly following the UN making knowledge of the Plumbers (and by extension, extraterrestrials) public. The project was financially backed by numerous industry titans and private companies and with their help and the settlers stubborn tenacity, a space station was contracted and mining facilities erected.

And for many years, that was how it remained. Harvesting hydrogen, helium, ammonia, and methane from the gas giant around which it orbited. Syphoning water from the rings that hugged the other side of the station's orbit. And above all else, turning a profit for the original sponsors that funded the project.

But after a few years, the citizens of Saturn Colony got wise. To say they were dissatisfied was inaccurate. They had carved out a decent life fro themselves and they knew it. They also knew that they were sitting on a fortune in elemental gasses and didn't care to much to having their product and their wages garnished by 'the man'. They wanted their independence. But unlike the Jupiter Colonies, or the free Lunar City-state Silver Millennium, the settlers of Saturn did not wage war against the Earth for their freedom. No. They had a much more amiable means of gaining independence.

They bought it.

All the original families banded together with a council of new settlers and prospectors, fortune seekers and merchants. Together they pooled their funds and bought out all the original contracts. The corporations no longer had any legal means to demand tithes from the colony and since everything from its inception was handled in the private sector, the Earth's United Government wouldn't lift a finger to take it back for them. (Especially not when Saturn Colony agreed to sell to Earth for ten percent less than what the gas companies were charging.)

It sounded like the perfect, happy end to the story.

Except that was really only the beginning.

Saturn Colony was independent but not yet fully able to function as a free state. The ruling body, a Council of the first families, suddenly became responsible for aspects of the economy that their sponsors had always been the ones to handle before, and they had no idea what they were doing. It weakened their power base and allowed for the gangs to weasel their way in.

Most of Saturn Colony was controlled by the mob today.

Three different mobs, actually.

But only one of them mattered to Gwendolyn at the moment. The one that controlled the middle ring of the Saturn Colony space station. The one that specialized in smuggling and weapons dealing. The Lock Eleven. The one controlled by Kevin E. Levin.

In all honesty, Gwendolyn had no idea how she was going to get back in touch with Kevin. It wasn't exactly like he'd given her his phone number when he had his tongue up her crotch, and if she just walked into any bar or lounge that catered to the Lock and started asking questions she'd be made instantly. Labeled a Plumb and tossed out. Inversely, if she went around places that had nothing to do with the Lock and started asking questions, they would come and grab her and drag her back to their Boss. (Or toss her out an air lock. It was kinda a coin toss with these space-age mobsters.)

Possibility of death-by-airlock not withstanding, that still sounded like her best option. So, as soon as Gwendolyn's ship docked, the absurdly high docking fees paid, and a visitor's visa stamped, she went and found the cleanest, most reputable looking bar she could find.

Gwendolyn didn't know why she chose 'Rick's Café Americain'. Maybe it was the vintage 1940's style paneling around the entrance. Or the cute little slogan over the door, 'Everybody Comes to Rick's'. Or maybe it was because the Humphrey Bogart fan in her just couldn't pass up the obvious reference to one of his best movies. Whatever the reason, Gwendolyn found herself inside, sitting at the bar listening to synthetic piano music from an unseen sound system. It was the last place she expected to find any members of the Lock Eleven gang.

She ordered a drink, but only sipped it lightly as she surveyed the room.

A mix of local minors, spacers, and merchants peppered the tables and bar stools. Humans and aliens alike. Sitting and joking together. Telling stories or picking up odd jobs. It was like a cleaner version of the cantina from Star Wars but with a Hollywood film-noir theme. Gwendolyn half expected Captain Renault to appear saying '_I'm shocked, shocked to find that gambling is going on in here!_' Before Ben Kenobi stands up and chops a guys arm off. Gwendolyn made a mental note to watch that movie when she got back home. Either one. They were both good.

After her quick survey of the room, she turned back to the bartender (whom was not the Rick featured in the name of the bar) and asked what she hopped was an unassuming enough question, "So, what kind of action do you get around here?"

Out of the corner of her eye, Gwendolyn saw someone exit the men's room and make his way to the bar.

"That depends on your preference of 'action'." The bar tender shrugged casually. "We've got bars, and clubs, and raves same as any city back on Terra. But there's also the Ring Races if you think you know how to pilot an Astro-Hopper and got a death wish. Or if you're a bit of a romantic, there's a zero-G ballroom in the Shaft -but ya gotta know somebody who knows somebody to get into it. Of course there's always the casinos."

"Oh?" Casinos, eh. Now there was a classic mob-run business. Kevin's Lock _had_ to own one of those! "What's the best casino in this ring of the station?"

The bar tender looked like he was about to answer, but his eyes switched focus. Looking over her head at someone approaching the bar behind her.

"Of all the gin joins, in all the outer planet stations, in all the system, you had to walk into mine."

Gwendolyn did not need to turn around to know who that voice belonged to and she mentally kicked herself. It was true. Of all the bars, on all the space stations, in all of the Sol System, the first one she chose upon arriving at Saturn Colony was one of Kevin's. She wanted to kick herself.

But, she reminded herself quickly, this was what she came here to do. To find Kevin. And she had. Don't look a gif horse in the mouth. He made her job easier. Gwendolyn spun around on her bar stool.

"Yes, I've seen a black-n-white film. Try not to faint." Kevin smirked at her.

"The usual, Boss?" Asked the bar tender. And it was then, after Gwen knew to look for it, that she saw the chain just inside the bartender's shirt collar, tucked under his shirt. She couldn't see what was hanging on it, but it looked heavy. It had to be his lock. What was this guy? A One, a Five, an Eight? He set a cup of some alien-looking liquid down in front of Kevin.

"And another of what she's having." Kevin grabbed his drink and her wrist and pulled her to her feet, leading Gwendolyn away from the bar and over to a table in the corner, set apart from the rest. It was the most private spot in the room. He -very ungently- pushed her down into the booth before scooting in after her. "So, Gwendolyn, what brings you to my little piece of the world?"

She was still reeling just a bit from the shock of finding Kevin so easily and finding him _here_. "You did _not _name this place."

"True." He confirmed. "Rick's was well established before I cut my little piece out of the station. Truth be told, I don't really care for the theme. I only saw the movie to understand what the hype was all about." He paused to sip his drink, an electric green liquid with bits of… something floating in it. "Still, I knew when I claimed my territory I had to have this place. _Everybody comes to Rick's._"

And his eyes nailed her to the booth when he said that.

"The question is, why have _you_ come to Rick's?"

"The blue skies and arid dessert climate." Gwendolyn muttered as she made a point of pushing her drink farther away from herself. Like hell was she gonna drink with _Kevin_! Like even more hell was she gonna drink the second drink the bartender was already on his way over with. Who knew what the fuck Kevin had his man put in it!

"That's cute. This is a space station." He smiled. Then turned very sober. "But, no, seriously, what are you doing here? I don't like Plumbs snooping around my operations."

"Please. I couldn't care less about your operations." She likewise pushed away the new drink that was set in front of her. "Not my division. Your the organized crime task force's problem, not mine."

"Which is why, you'll understand, I find it strange seeing you here."

Gwendolyn shook her head. "Not so strange. Have you already forgotten the bi-monthly deadlines you gave your son? Do you still want your intel every two weeks, or have you given up and decided to let the boy go?"

"No one leaves the Lock." Kevin reminded her darkly. "But I haven't forgotten, and neither did Devlin this time." (Even if the information the kid gave him was lack-luster. He was still just a boy and new to the subterfuge game. He would learn.)

"He what?" Gwendolyn's first thought was that Devlin had legitimately betrayed them. Betrayed Ben. For real. Not pretend. But she quickly squished that thought down.

It was true she only knew the boy for a little over a month now and was still getting to know him, but she trusted him not to betray the family. He was with the Tennysons because that was where he chose to stay, not because it was a mission given to him by his father. The 'mission' hadn't even been Kevin's idea. If Devlin really preferred his biological father to his adopted family he would have just gone with Kevin that night Gwendolyn followed him. He would not have refused to go with him. He would not have tried reasoning with his father to let him stay. He would not have tried pleading with his father to stay. He would have just gone back to Saturn Colony and the Lock Eleven.

So, Gwendolyn knew, whatever Devlin told him, it wasn't real intel on Ben. She forced herself to relax.

"You seem surprised." He rested an elbow on the table, and ran a finger around the rim of his glass. "Were you not expecting him to want to protect you from being dragged back into my evil clutches? Devlin knows, probably better than you do, just what I'm capable of."

"Of course he does." Gwendolyn growled. "You taught him everything you know."

Kevin skipped a beat.

Then deadpanned. "Not everything."

That was actually a comfort to Gwendolyn. Kevin might be a cruel, amoral, sadistic, bastard, but at least he knew enough not to force his cruelty onto his son -especially at such a young age. He was human after all. Not a very good human, but still human. Gwendolyn didn't know how to respond to his sober admission, and so she sat in silence and picked at her nails. For a moment, she considered taking a sip of her drink -drinks- but she had forgotten which was her original one and didn't want to risk drinking from the second one in case Kevin's bartender had put anything in it.

The silence between them stretched on and for a moment Gwendolyn wondered what they were even doing here. Enemies sharing a table. To all outward appearances they must have looked like they were on a date.

Then Kevin downed his glass with a slight wince. "To be completely honest, I've never known just how much I should teach Devlin."

"Well, I think we're all pretty glad you taught him how to control his powers." Gwendolyn snorted. Then she sobered. "But why in the world would you teach a child that young to break fingers and torture people!? What's wrong with you?"

Kevin turned suddenly defensive. "Hey, I didn't have a choice!" He snarled. "I had a guy to make an example of and Devlin had to get away from his mother for a few hours… it was either bring him with me or let him wander the station on his own. You tell me, what would you have done, Gwendolyn?"

Not having any children of her own, Gwendolyn couldn't say with certainty what she would have done. But she sure as hell knew what Ben would have done. If Kai couldn't watch Kenny for whatever reason and he had hero work to do -prior to giving Kenny his faux-Omnitrix- he would have left the boy in either Gwendolyn's care, or (as was more likely the case, seeing as how she was also almost always busy) would have left the boy with Grandpa Max. Kevin didn't have any other family. But he did have a large gang that followed his every command. Surely there was someone in the Lock that Kevin could trust enough to watch his son for a few hours.

"You didn't have _anyone_ in your gang you could leave him with?" She asked skeptically.

"Argit's the only other one who's good at handling the kid and he was away at a drop at the time." Kevin supplied.

There was another beat of silence in the conversation.

Then Gwendolyn screwed up her courage to ask something she'd been wondering since Devlin was dropped into their lives. "May I ask you a sensitive question?"

Kevin hesitated. Cautious. "I suppose..."

"Why did you keep Devlin? I mean, why didn't you and your… you and his mother abort him?" Perhaps the question was a tad direct. Blunt. But it was clear and she wanted a clear answer. Michael never wanted kids -admittedly, both he and Gwendolyn were a tag young for them at the time anyway- and so somewhere along the way, she just assumed that all evil men that didn't want kids made sure they didn't have them. One way or another.

She didn't know what kind of reaction she was expecting from Kevin. A casual answer or an emotional outburst. She got neither. Instead, he just looked tired. Waving to the bartender for another drink. He did not begin speaking until said drink was delivered and they were once again alone.

Kevin gulped half the glass before saying, "Something you have to understand about Leeta is that -before Devlin came along- she was never really 'my woman'. She was… a friend. I liked her and we slept together off and on for a while. But I wasn't her only friend. So when she got pregnant I had no reason to just automatically assume it was mine. What she chose to do with it was her choice and no business of mine. I still don't know why she chose to keep him. Leeta always hated kids. She did always insist it was mine, so I guess she was hoping for a pay off?"

He was staring into the electric green liquid of his half-empty glass. Not looking at Gwendolyn. It felt more like he was talking to himself rather than narrating his tales of woe for her benefit. Then he lifted his head and looked her square in the eyes.

"You wanna know how I found out Devlin was mine?" Then, without pausing for her response, he continued. "I was on my way back from a job that went bad. I was all beat up. My ship was all beat up. I felt like crap and didn't want to deal with anyone else's bullshit. I was on the com with Argit, giving a couple of last minute orders so that I wouldn't have to deal with shit once I docked. Then, right before I was about to end the call -like it was just a footnote or something- he says, 'oh, by the way, Leeta had her baby'. And I really could not have cared less. But then he went on to say, 'we can still get a DNA test if you really want, but I'm pretty sure its yours. Mazel tov.' And he just hangs up. Anyway, I married her because that's what I thought was best and Devlin's life's been terrible ever since."

Gwendolyn had other questions. Many more questions. But instead of pressing them she decided to be compassionate. Kevin might be a selfish dick, but he wasn't completely devoid of empathy. In this moment, she decided to offer him some sympathy. Something he probably didn't get much of and could probably use. Gwendolyn put her hand over his in what she hoped was nothing more than chase, comforting gesture and he wouldn't read to much into it.

Kevin looked down at her hand over his as if confused. As if no one had ever tried to comfort him before. Cautiously, Kevin withdrew his hand from hers. "I have no idea why I'm telling you this. Its none of your damn business."

She likewise withdrew her hand and crossed her arms over her chest instead. "Actually, Kevin, it is my business. Because I'm one of the people who's raising your son now and it helps to know his history."

He glared at her for a moment or two before straightening. Leaning back in the booth he said, "Well, I don't wanna talk about Devlin anymore. I'd much rather revisit our last conversation. Something about you bouncing up and down on my fat, hard cock, screaming my name as you cum…"

Oh. That was still on the table, was it?

Truth be told, Gwendolyn was still interested. After all, how often did she have the opportunity to get penetrated by long, thick, inhuman limbs that seemed practically _made_ to pleasure the female body?

But at the same time, she reminded herself she had to be carful with him. The fact that he was danger personified and could rip her up the middle not withstanding. As Gwendolyn learned during their last encounter, Kevin was emotionally fragile. That meant that she could hurt him far more easily than she might another man. She could very easily fall into the same pattern as Devlin's late mother -or worse, Michael's pattern with her. Gwendolyn could slip into the role of the abuser and that was something she promised herself she would never do.

And then she reminded herself that this was Kevin 11,000. A cold, uncaring, degenerate, and cruel criminal underlord whom had tried to kill members of her family on multiple occasions. He was not the poor, helpless, victim of abuse she was making him out to be in her mind. Yes, shitty things happened to him. Yes, people mistreated him. But all that went along with the type of life he chose to lead.

"Actually, it was your tentacles. Not your penis." She reminded him.

"My mutant form, and any part there of, is not being offered." He growled back, very resolutely.

Gwendolyn leaned back in her booth, considering. The only reason she wanted to sleep with Kevin was because of those four long, thick, strong things of his. If he wasn't willing to use those on her, then what was the point of getting in bed with such a dangerous and evil man? She gave him an appraising look. Still… Kevin was very handsome. What the hell. Why not give it a try? As a general rule, she was willing to try anything at least once. "You remember the rules?"

"I remember your rules." He nodded.

Fourteen minutes and a brisk walk later, Kevin found himself back at the block of the station that his gang called HQ. This time, instead of pushing her onto a narrow bed in a holding cell, he lead Gwendolyn to his own room. Kevin wasn't exactly sure what he was doing. Messing around with his enemy's cousin. But there was just something about Gwendolyn that attracted him, excited him, made him feel giddy -like a young man just discovering women for the first time, again.

Maybe it was because she was as jaded and two-faced as he was. Suggesting he use his own son to spy on her own family. Such a callus thing to imagine -she would fit in perfectly with his inner circle. Or maybe it was just how confident and independent she seemed. Kevin had always been attracted to strong women. Or maybe it was how eager and enthusiastic she was about the idea of sex with him. Nothing was sexier than a woman who wanted _you_. Not just sex, but sex _with you_. People are attracted to people who are attracted to them. It was just one of those facts of life. …And it wasn't often that women were attracted to Kevin -at least, not often to his perceptions. He was of the belief that women were either disgusted by him, or terrified of him (or any combination there of). To find a woman who thought he was handsome, and sexy, and wanted to bone him was… _unheard of!_ And it just made her all the more desirable.

Of course, it could also all just be the two -or had it been three?- cocktails he'd had while at Rick's. Alcohol did lubricate his inhibitions -making his judgment slippery. (Was he really about to sleep with the cousin of his most hated enemy?)

In the end, Kevin decided he didn't care why he was pushing Gwendolyn into his room, picking her up and throwing her on his bed, fiddling with the belt-buckle of her pants while she clawed at his shirt, just as desperate to undress him as he was to undress her. All that mattered was that he was male and she was female and she wanted him inside her. Everything else was irrelevant.

The belt came undone just as his shirt was pulled over his head and Kevin lifted his arms just enough to accommodate her efforts. In return, she was accommodating enough to kick off her shoes and push her pants down to her ankles, kicking her feet until they were all the way off. Gwendolyn then sat up enough for him to pull her shirt off. It joined her pants and his own shirt on the floor.

Gwendolyn lunged for the buckle of his belt, but Kevin pushed her back. Pinning her to the bed and unfastened the front-snap of her bra instead. He knew the moment he was free and unbound, he wouldn't be able to stop and he wanted to taste her again first. Kevin loved the taste of a woman's desire. He loved it all the more when it was a desire for _him_.

He knelt between her legs, the scent of her arousal making his head go fuzzy and his pants go tight. It was intoxicating. Thick and heady. Warm and receptive. His mouth watered at the scent. Kevin pulled her panties down to expose her sex. Soft pink lips crowned by a small triangle of well groomed and very curly red pubic hair the same shade as her head. Trimmed but otherwise natural. Natural red-head. It was one of the most beautiful things he'd ever seen.

Kevin parted her lips to taste her moist desire. Clear and sweet, and just slightly savory. He lapped it up greedily. There was nothing better than the flavor of _want_.

On the bed, Gwendolyn simpered and groaned at the feeling of his tongue slithering between her nethers. She'd had partners give her cunnilingus before, so this was nothing new. Far from it. But theirs was always quick and sloppy. Like a chore they just wanted to get over with so they could do other things. But Kevin was taking his mother fucking time. Like he actually enjoyed it. Lapping her up like it was his favorite fucking meal!

He slithered his tongue deeper into her slit, flicking it around. Sliding along her walls and enjoying their texture. God! She was gonna feel so fucking good around his dick! Kevin withdrew his tongue and shifted his attention to the tiny bud of a nerve cluster just above her slit. Licking quickly to add a bit of extra moisture before taking it in his lips and sucking gently.

Above him, Gwendolyn gasped and moaned. Keening for more. Her sounds just encouraging Kevin further. He brought his hand up and slid two fingers inside her. Wiggling them back and forth, making sure he found every last nerve cluster and pleasure center inside her.

"God! What are you doing to me?" She moaned, gasping.

Kevin couldn't help the smirk of satisfaction at the heady, desperate tone in her voice. Or her increased waves of wetness. For such an experienced woman, you'd think no one had ever satisfied her before.

It was then that he stood again, finally unbuckling his belt and sliding his pants off his narrow hips. Kevin climbed on top of her, leaned down, and whispered in her ear. "Whatever I want."

Her body shuddered beneath him. Need and excitement making her tremble with impatience. "Well, what are you fucking waiting for?"

He leaned over to the bedside table. Opening the drawer, Kevin withdrew a single condom. Tearing open the foil wrapping, he slid the latex sheath down over his stiff erection and slid himself into her warm receptive body. Gwendolyn moaned at the feel of him. Her insides stretching to accommodate his girth. She bucked her hips up, taking him in deeper, desperate to feel his full length. Kevin gasped at the motion, enjoying her enthusiasm. It had been so long since a woman was enthusiastic about sex with him.

Kevin kissed her neck, and shoulders, and collar bone. Anywhere he could that wasn't her lips. Gwendolyn continued to thrust and wiggle her hips in desperation.

"Come on, Kevin, move your dick! Fuck me, damn you!" She urged.

He smirked. Interested in him, enthusiastic, and now begging. He could not have scripted a more perfect encounter if he tried. Kevin hooked one arm under her back and the other under her butt. He leaned to the side and flipped them both over so that she was on top of him. Her red-gold hair tumbled around her face in a copper and ginger main, giving her a wild, feral look.

"You wanted to bounce up and down on my cock." He reminded her. Kevin reclined beneath her, folding his arms behind his head and looked forward to the prospect of having fantastic sex without having to do any of the work. This was great! "So bounce."

Gwendolyn began rocking back and forth. Swaying her hips in a slow rhythm but steadily climbing in speed. "Just so you know, you're not gonna get to just lay there and take it the whole time."

"Mm-hmm." He nodded, not really listening. God! She felt so good around him. Warm, and soft, and slippery. So slippery! Her walls slid against his shaft so easily. Her muscles contracting slightly with every forward motion, squeezing his dick like she was sucking on him.

Kevin groaned with pleasure. He ran his hands up her sides. Caressing up her round hips and her trim, athletic waist. Feeling her warm skin under his hands. Memorizing the shape and form of her body. Every curve. Every blemish. Every scar. She was not without her fair share of scars -though, Gwendolyn's were no where near as _severe_ as his.

Finally, his hands finished their northward journey and came to rest on her breasts. Cupping them, feeling them giggle and bounce in his palms. Round and firm. Her nipples like hard pearls, tight with arousal. Even here there were small scars. A cut -long since healed- on the outside of the left breast, an old puncture need the center of her chest -something that might have been fatal had it been deeper. He memorized the placement and texture of each, they added character to her body. Like flourishes on a canvas. They made her real.

Some were pretty straight forward. But then others made him just a little bit curious. Like the off star-shaped mark on her lower belly. Dark like a bruise, but to old to be that. Any bruise should have healed. He might have guessed a birthmark if it hadn't been just a little to perfectly shaped. Like it was put there on purpose. Except it definitely wasn't a tattoo. Kevin wanted to ask her about it, but he didn't.

She felt to good around him and he did not want to spoil the mood.

Gwendolyn shifted her position slightly. Getting her feet up under her so that she was more squatting on him rather than straddling his hips. Now she really was bouncing up and down on his cock. Impaling herself on his shaft with every movement. Driving him deep in her. As deep as he would go. Her muscles squeezing him every time she raised herself back up. His head hitting that most wonderful nerve deep inside her every time she slammed herself back down.

It was almost more than Kevin could take. But he geld himself back from cumming. Forcing himself not to finish before her. She was close. He could smell it.

"Say my name when you're cumming." He commanded. "You promised you'd scream my name when you came."

Her only response was to moan with ecstasy. She was so close…

…He was so hard and so deep. Thick. Filling her up. Hitting that spot just right.

"Say my name!" Kevin growled, thrusting his hips upward just as she slammed herself down. She would be bruised tomorrow. But right now neither of them cared. "Say it!"

"K-Kevin~n!" It came out more as a guttural moan than an actual cry. But that was more than enough for him.

Kevin came just half a second after her. His pleasure spilling out and filling the condom.

She slumped to the side. Half falling, half crawling off him. Gwendolyn stretched out next to Kevin and sighed. She hadn't come that hard since… well, since Michael. Why did evil men always fuck the best? It just wasn't fair.

Kevin sat up just enough to see what he was doing when he pulled the condom off, carful not to let a drop escape. He tied off the end and threw it, eh, close to the trash. Then he was collapsed on his back. Fast asleep.

Gwendolyn stared at him for a moment, shaking her head. It seemed some things were universal. It didn't matter if you were a human-born mutant genius with technokinetic powers, a plucky intrepid reporter, old friends, or even older enemies. It seemed all men must fall asleep instantly after sex. How boring. What if she wanted to stay up and cuddle? -Not that Gwendolyn had any intentions of cuddling with Kevin 11,000! But that was beside the point.- Still, it did offer her the perfect opportunity to slip out quietly and painlessly.

Rolling out of bed, Gwendolyn made her first errand to he the bathroom. There was just something about fantastic sex and phenomenal orgasms that just made her have to pee so badly!

That done, she retrieved her underwear from the floor and started sorting Kevin's discarded clothing from her own.

It was then, as she was disentangling his pants from her caplet, that Gwendolyn's Plumber's badge began to ping. The alert for an incoming call.

Gwendolyn dropped the caplet and pants tangle and started combing the floor for her belt before the sound could wake Kevin. She snatched it up the moment she found it. Answering the call without even taking a moment to look at who it was from. "This is the other Tennyson. Go ahead."

"Gwendolyn Tennyson? This is the Penal Network Budget Review and Quality Control department. I'm calling in response to your request to tour the Incarceration facility located at coordinates point zero, zero, ten, by point one, one, by point-"

"I know where its located." She cut him off before he could run through all six coordinate marks used to plot locations within the Null Void.

"Right." The voice at the other end sounded awkward and maybe just a little put out. "I am calling to inform you that your request has been granted. Time and date are being uploaded to you badge now. Please report to the main Null Chamber on Galvan Prime to rendezvous with the regular inspection team."

"Understood." She ended the call.

Gwendolyn sighed and slid her badge back onto her belt. She retrieved her pants and stood to slip them on. It was then, back on her feet and facing the bed that she noticed Kevin was awake again. His brown eyes seeming brighter in comparison to the dark room. Gwendolyn froze mid-buckle as he stared at her.

"Why are you going to Incarceration?"

There was a beat of silence.

Then Gwendolyn raised her chin. "Because of your back. Don't read to much into this. I'm not doing this for you. I'm doing this because even criminals and degenerates are entitled to serve their time without further hardship, abuse, or unnecessary cruelty. Prison is supposed to be a reprimand, not torture."

Kevin just blinked at her through the darkness, as if he'd never heard anything so absurd in his whole life.

Then, "You're naive."

And he rolled over and tried to go back to sleep.

...


	8. Investigation

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Eight: Investigation

When Kevin woke up alone, his first thought was that the previous night's tryst with Gwendolyn Tennyson was nothing more than an uncommonly _vivid_ erotic dream. After all, no sane woman would want to sleep with him, never mind a woman who was the cousin of his most hated enemy. It couldn't have been real. It had to be the product of his deranged and convoluted subconscious.

But her scent lingered on the bed. Tangled in the sheets. Kevin rolled onto his belly and crawled to the center of the bed, burying his face in the spot where her arousal had dripped onto the sheets. It was long-since dry, but it still smelled like her. Her heat, her enthusiasm, her desire. Her desire _for him_. Nothing was more gratifying than a woman who wasn't just aroused, but was aroused by _you_. Kevin took the sheet in his teeth and sucked fiercely, trying to get one final taste of her flavor from the previous night.

It wasn't the same. It was dry and hours old. It tasted of cotton and rayon more than it did woman and sex.

But it was enough to get him hard again.

Kevin groaned between his teeth. Wishing she were still with him. Wanting to sink into her warm, wet body again. But all she left him with was her scent and his own hand. Face nuzzling the spot on the bed that smelled strongest of her, hand stroking his cock with desperation, he pushed himself to a climax. Adding his fresh scent to Gwendolyn's hours old one. Kevin rolled onto his back, sated but not satisfied. He couldn't believe he was admitting this -not even just to himself- but last night's encounter with Gwendolyn was the best he'd had in a long time. A very long time. And he wanted her again. He wanted her more. He wanted her… just wanted her.

But more than just wanting to fuck her again, Kevin also wanted to know if he didn't dream the other part of their evening together. The part where Gwendolyn planned to inspect the Null Void Incarceration because of him. He didn't know what she thought she could do. Probably nothing. But just the fact that she cared enough to check was surprising -endearing. If he hadn't dreamed that part… if she really did give a fuck… Kevin wanted to reward that. After all, that was his business -equal exchange. She did something for him, so he needed to do something for her. Kevin E. Levin paid his debts. Kevin 11,000 hated owing people.

The question was, what kind of payment would Gwendolyn Tennyson want? Or more accurately, what kind of payment _from him_ would Gwendolyn Tennyson _accept_?

But that was beside the point.

There wasn't even a guarantee that anything would come from Gwendolyn's 'investigation'. But if anything did came from it… Kevin would figure something out to pay her back. Something that would make them even. Kevin Levin payed his debts.

-If anything came of Gwendolyn's investigation.

…

"Ryjell IV is famous for its textile industry," Gwendolyn was explaining as she handed out the same hideously ugly mustard-yellow scarf to everyone, "so, of course I had to get you all something special!"

Ken looked disappointed as she handed him his souvenir. "Aw… no magic trick?"

"Sorry, kiddo, but I'm in a bit of a hurry today." She admitted ruffling his hair. "I've really just got enough time to put my stuff down before I have to get off to Galvan Prime."

"Another mission?" Ben asked. He had wrapped the offensively yellow scarf around his neck. It made him look like a poorly designed background character from a mid-90s video RPG. "I didn't hear anything about this."

"Of course you didn't." Gwendolyn nodded as if that was to be expected. She handed Devlin his own mustard-yellow scarf. The color was terrible, but the fabric was soft to the touch. Softer than anything else he'd ever felt and suddenly he understood why Ryjell was famous for its textiles. Gwendolyn ruffled his hair as well, skewing his ponytail to the side, before turning back to Ben. "The paperwork for this mission went through the Penal Network Budget Review and Quality Control board."

"That's not your division." Ben looked confused. "Where are you even going?"

"Null Void." Gwendolyn supplied so casually. "To Incarceration."

That was where Kevin had been held for much of his early time there. That much Devlin knew. Suddenly, the boy was hanging on the adults every word.

"What's the mission?"

"Its a side project, not an official mission." Gwen handed Max his scarf. He looked to be the only member of the family who was actually pleased by the gift. But then again, the old man always had been a bit of an odd ball. He _would_ like a gross yellow scarf, it went with his gross floral shirt.

"I need you here." Ben shook his head. "With Kai back off on one of her archeological digs… I need you around to help me manage the kids."

Speaking of Kai, Gwendolyn folded the final scarf she brought for the other woman and set it down on the living room coffee table.

"Ben, lets continue this conversation somewhere not right in front of the kids…" She grabbed her cousin by the arm and dragged him into what was supposed to be the home office. The moment the door was closed behind them she rounded on him. "You mean you want me here so that you can go off and fight monsters without having to worry about a baby-sitter. I swear, Ben, sometimes you're- you're just like- ugh! Look, Kenny wasn't planned. I get that. But you've had ten years to get used to the job and Devlin… Devlin you took in out of the goodness of your heart. But how much time have you actually spent with either of them?"

"What do you mean?"

She suppressed the urge to groan in frustration. "How many of Kenny's birthdays have you missed over the years? How much quality time have you spent with Devlin since he joined our family? I don't mean monster battles. I mean actually sitting down and talking with him. Learning his dreams and fears. What he wants to be when he grows up or dreads he might become. I can't imagine its a lot. You barely did that for your real son! If that's the case, then what's the difference between you and Kevin?"

Oh, that pissed him off. If there was one thing Ben hated, it was being compared to Kevin. Especially where his kid -kids- was concerned. "I never used my son to get at my enemies! And I certainly would never throw Kenny away the way Kevin threw Devlin away!"

"No. You're just never home, never spend time with them, and are always to busy to _make_ time for them." Gwendolyn crossed her arms over her chest. "Look Ben, I'm actually on the planet much less than you are, but I at least make an effort to help the kids with their homework or talk to them when they can't sleep."

"You're much better at this parent stuff than I am. That's why I need you here." Ben nodded.

"No." She shook her head. "You want me here so that you can continue to ignore your responsibilities and push them off onto someone else. I'm going to Incarceration. I suggest you take this time to bond with your children. _Both_ of them. Because, I promise you, once they become teenagers they won't want to have anything to do with you."

Gwendolyn opened the office door.

…And found Ken and Devlin with empty water glasses in their hands held up as if they had been pressed against the door. Eavesdropping. Yup. Kenny was definitely Ben's son alright, and Devlin… Devlin grew up in a world of distrustful and unreliable adults, it was in his better interest to know what was being said behind closed doors -especially if it might be about him.

There was no way they could hide the fact that they'd been listening in and heard everything. So rather than trying to hurriedly thrust the glasses into a pocket or behind their backs, the boys just stared up at Ben expectantly. As if to say, 'Gwendolyn's right. You should take us to the zoo.' Or something like that.

Gwendolyn hid a smile behind her hand. Ken always looked a little goofy when he was trying to beg. But Devlin looked cunning and mischievous -and just a little vulnerable. It was a look that reminded her of Kevin, but not in an entirely bad way. In fact, she thought Kevin would look rather handsome with that vulnerable but mischievous pleading expression on his face. She found herself wondering what it would take to get him to look like that.

Then she realized she was imagining seeing him again and squished the thought down quickly.

Kevin was just a one-night stand. It would never happen again. He wasn't one of her man-friends. He wasn't even a friend. He was an enemy and what they did while she was away was a one time fling that could never, and would never be repeated.

"Alright." Ben gave into the boy's pleading looks. "I hope you two like sports. I had planned to catch a tennis match today. Getting two extra tickets shouldn't be to hard."

…

Gwendolyn arrived at the main Null Void chamber on Galvan Prime just barely on time for her appointment. The rest of the inspection team was already there and -judging from their impatient glares- had been waiting for her. She didn't understand where the hostility was coming from. She was on time, it wasn't like she was late or anything. What was the deal? But she chose to take the high road and didn't comment.

They teleported directly into the prison and were met by the warden.

Morgg had been the warden of the Null Void Incarceration facility for a little over thirty years -an uncommonly long run for a prison warden. Over average, most wardens don't last longer than eight at any one prison. But Morgg managed to hold on to his position for over three decades. That was impressive. Unusual but impressive. Gwendolyn put on her most charming smile.

"Warden Morgg, I'm Gwendolyn Tennyson. I hope you don't mind me tagging along on this little inspection."

For half a second, Gwendolyn thought she saw displeasure cross his face. But it was there and gone so fast she could have imagined it. "Not at all, Miss Tennyson. Its very rare that our inspectors are as attractive as you. I welcome the change." He offered his hand for her to shake. "Maybe after our business is concluded you and I could get to know each other a little better. You're much prettier than the average human."

Well, that certainly wasn't subtle. Gwendolyn didn't have any qualms about discussing and setting up rendezvous while at work, but one had to be classy about it. You didn't just come out and say, 'wanna knock boots in my office after the job?'. No. You had to be smooth. 'I look forward to working with you, maybe we can discuss the mater in my office later?' Subtle. Gwendolyn might have accepted his invitation had he been more subtle about his intentions. After all, she'd never done it in a prison before.

"You flatter me, Warden." The smile didn't waver, but neither did it quite reach her eyes. "But I'd really prefer to focus on the task at hand. Maybe after that's done I'll have time to think about… other things."

"Then I suppose we should get started."

He did not lead the group on a tour of the compound or its facilities. Instead, the group followed Warden Morgg to the records room. Files were opened. Accounts were checked. Spending was measured against money allotted. Books were checked. It was all clerical work. Nobody in the regular inspection team even asked to see any of the things the referenced on the spending reports. Although, Gwendolyn did have to admit that everything did look like it was in perfect order and running smoothly on order. But she'd also never been a part of an inspection team that didn't actually _inspect_ the facility. When were they going to tour the prison?

After the papers had been examined and filed, the group them moved to Morgg's office.

A bottle of xeno-brandy was pulled out from a desk drawn. Glasses soon followed. Then Morgg and the regular inspectors all sat down with cigars (or their species' closest approximation). Not knowing what else to do, if this was just a break between paperwork and the actual inspection tour, or if the 'inspection' was officially over and this was the men congratulating themselves on a job well done, Gwendolyn sat down to wait. She was offered a cigar, which she politely refused.

"So, Gwendolyn," Morgg passed her a glass of brandy -this she did accept. "What brings you down to my little operation?"

"Curiosity." She answered truthfully. Well, part truthfully. It was really more suspicion that curiosity, but curiosity was always a part of suspicion, so it wasn't a complete lie. "I would very much like to see the rest of the compound." And then, because he seemed to have been interested in her when she first arrived, Gwendolyn decided to try and use that to her advantage. "Maybe you could give me a private tour some time? Just you and me…?"

A slippery smile that reminded her more of Michael than Gwendolyn was comfortable with spread across his face. "I'd like that very much."

…

Ben arrived a little late to the match with Devlin and Ken in tow. Yamamoto vs. McRory. Yamamoto was up, fifteen-Love. That meant that it was one to nothing, Ben explained as he helped the boys to their court side seats. They barely even sat down and Ken already looked board out of his skull.

"So they're just hitting the ball back and fourth?" He asked. "There's no goal to get the ball in? The other player doesn't jump the net and chase her down to get the ball?"

"This isn't soccer." Devlin reminded the younger boy. "Its not about getting the ball to a specific spot. Its about tripping-up your opponent to make them drop the ball and lose the game. Its about manipulation."

"I wouldn't go _that_ far." Ben forced himself to laugh lightly at the suggestion. Coming from any other child in the world, it would have been funny. But coming from Kevin 11,000's son… the comment was just a little frightening. "Like any game, the point is to just have fun."

Devlin looked skeptical of that and Ben had to remind himself that growing up with Kevin and the Lock Eleven, Devlin was probably taught that games were about power or control -or both. Which wasn't exactly untrue. When you played a game, you were playing for control of the ball, control of the court, control of the field, etc. But on a larger scale, some people played for control of the other player or players. That was when a game stopped being about fun and became about power.

There were other matches after the Yamamoto-McRory match, but they didn't stay to watch them. As soon as Yamamoto left the court, Ben got up from his seat. "You guys wanna go meet the winner?"

He lead them down from the bleachers and up to the door that separated the corridor from the locker rooms. They weren't waiting long before Yamamoto emerged, still wearing her tennis skirt, but she had changed her shirt to something that showed off a bit more of her collar bone and wiped the sweat from her face so she looked more presentable.

"Ben, you made it!" She sounded genuinely surprised. Then her eyes darted downward to the boys. "And you brought your children." She sounded decidedly less thrilled about that. "Did your wife come too?"

"No, she's out of town on another dig." He informed her.

"My mom's an archeologist like Indiana Jones!" Ken announced proudly.

"So I've heard." Yamamoto smiled at him. It was an awkward smile. The kind adults gave when they were caught off guard and really had no idea what to do or say. Yamamoto expected Ben (more or less), but she had not expected the kids to be with him.

"We haven't heard anything about you." Devlin announced. He crossed his arms over his chest and glared up at her with skepticism. "So, you're a professional tennis player, huh? How do you know Ben?"

"_Devlin!_" Ben hissed between his teeth. "_Don't be rude._ Julie and I went to high school together. A couple months ago I was fighting this thing in down town and it happened to throw me through the stadium right in the middle of Julie's practice. We've reconnected since then." Then to Julie, "Anyway, my plan was to take you to lunch after your match, but I'm kinda stuck with the kids for the day. But if you don't mind eating with them, the offer still stands."

Julie looked down at the children as if unsure what she should do.

On the one hand, if Ben ever did get his head out of his ass, came clean to his wife about them like he promised he would, and divorced her, then Julie would want to have already established a positive acquaintance with Ben's children -both of them. On the other hand, once the shit his the fan, would the children then turn around and accuse her of trying to force out and replace their mom? (Admittedly, this concern was more geared towards Ken specifically. Julie had a suspicion that Devlin wouldn't care on that particular point.)

In the end, she decided that -against her own better judgment- she wanted to spend time with Ben more than she was worried about how badly things would play out once his wife and children found out she wasn't just an old friend but actually Ben's mistress. "I've seen you eat. I think I can handle a pair of ten-year-old boys."

"I'm eleven." Devlin corrected.

Of course he was. The son of Kevin 11,000 was eleven years old. Devlin and Ken had the exact same age difference as Kevin and Ben. Julie decided not to comment.

"So, where do you wanna eat?" Ben asked.

"Not Mr. Smoothy." Both Julie and Devlin choired in unison. They shared a look and then instantly liked each other just a little bit more than they initially did.

"What's wrong with Mr. Smoothy?" Ken asked.

Smoothies were not food.

…

"…really the facility pretty much runs itself." Morgg was explaining as he lead Gwendolyn on a (disappointingly censored) tour of Incarceration. "The general population does most of the maintenance as part of their rehabilitation. Hands one work that will help them find employment at the end of their sentences."

Gwendolyn was only half listening, however. Her main focus was on the inmates as they passed. Their body language and micro-expressions. How their shoulders tensed when Morgg passed. How they avoided eye-contact with both of them. Keeping their heads down, putting just a little two much focus and attention on their tasks. No one pays that much attention to their work.

And the looks in their eyes… abject loathing and contempt. Not just a general contempt and loathing for the work or this place. No. The rare and few glances that held such passionate hate were directed at Morgg. Directly at Morgg and Morgg only. Gwendolyn might as well have been invisible as far as they were concerned.

"What about that passage down there?" She asked when they came to and passed by completely a side corridor that was unevenly cut out of the wall and held up with scaffolding. It looked like an old mine shaft straight out of a bad wild west movie, and was guarded by two robotic guards. Gwendolyn remembered Kevin mentioning something about being made to mine crystals.

Unconsciously, she took a step towards the passage. But Morgg stopped her by -very unsubtly- wrapping an arm around her waist. "That area's a bit unstable." He said. "Its not safe. Let me show you the yard."

Every prison had a yard. A place where inmates could walk outside and get some fresh air. Time on the yard was usually limited and so there was no one outside when Morgg lead Gwendolyn along the wall that encircle a small acre of open dirt on the surface of the asteroid Incarceration was built into. They did not go down into the yard itself, just walked along the top of the wall. But it wasn't the barren, dusty ground they were looking at.

Morgg turned Gwendolyn around so that they were looking out, away from the prison at the open expanse of the Void stretching out around them. An infinite crimson sky with marbled shades of violet and cherry drifting in the distance. A sky without a horizon line. The view was exquisite and suspiciously romantic.

"Beautiful, isn't it?" Morgg asked.

Gwendoly turned to him and flashed a coy smile. "Warden, if I didn't know any better, I'd think you were trying to seduce me. BUt I know you can't be because you're on duty and I'm working. We should really be getting back to the rest of the inspection group." Then an idea occurred to her. "Or, would you rather send the other inspectors back early so that you and I could have more time alone and… unhindered."

She did not like the smile that broke across his face when she said that. For the second time since arriving Morgg reminded Gwendolyn of Michael and she did not like it. It made her skin crawl and twisted her stomach so that she had to suppress the urge to gag.

"I'll go conclude my business with them." He seemed more cheerful than Gwendolyn thought was appropriate. "Why don't you get comfortable in my office."

He left. Leaving Gwendolyn standing on the wall alone and unsupervised.

Now that she'd lost her chaperone, Gwendolyn was free to move about the compound as she wished. The moment she was off the wall and back inside, she went straight for the suspicious looking corridor. The one the looked like a mine shaft straight out of a vintage wester movie with poor set-design. The robot guards tried to stop her, but she dismantled them with her magic. One quick offensive spell used for meeles had them both shorting out and falling apart before they could even finish their flanking maneuver.

The passage had lights, but they were poor. To dim to actually illuminate anything. Gwendolyn created a ball of mana to see by and delved deeper down the shaft.

Robot guards patrolled in pairs. They stopped her whenever she she passed them, but she wasn't wearing a prisoner collar and did have an active Plumbers badge, and Morgg had kept their programming simple. They let her pass each time.

On either side of the tunnel, prisoners swung pick axes. Digging out tiny blue crystals, and she meant tiny. The largest one Gwendolyn saw was about the size of her thumb, the average crystal size was closer to her -admittedly well manicured- fingernail.

Off to the right, one prisoner paused to take a breath and wipe some sweat (or whatever his species approximation to sweat was) off his forehead. A robotic guard raised its arm and morphed its hand into a plasma emitter. A plasma whip arched down and contacted with the prisoner's back. He spasmed in pain and stumbled for a moment.

"Back to work, inmate." The robot commanded in a cold, synthetic voice devoid of sympathy. It raised the whip a second time to deliver another blow, but this time it did not connect.

Gwendolyn crossed the distance between them in less than a moment and threw up a shield of raw mana to protect the prisoner. The lash fell impotently against the shield and the robot froze for a moment, unsure of what to do. This situation wasn't exactly covered in its programming. Gwendolyn offered a hand to the prisoner and helped him to his feet. He had ashen blue skin and stringy white hair. He looked up at her with small yellow eyes full of suspicion. Of course he would be suspicious. What reason would an inmate of a Null Void prison have to trust a Plumber?

"Its okay." Gwendolyn assured him. "I'm here to help. What's your name?"

"Quince." He croaked hesitantly, still unsure.

"Hi, Quince. I'm Gwendolyn. How many hours have they had you working?"

"Twelve." He supplied. The hesitance and suspicion was still there, but it was ebbing away. He wanted to trust her and believe that she really did care and was here to help.

"Do they give you adequate medical care for the lashes they deal out?"

Quince opened his mouth to answer but closed it again without saying anything. He paused. Thought. Avoided eye contact. "It could be better…"

"Okay." Gwendolyn nodded. There was a sizable chunk of the budget that was supposed to be set aside for medical care for the inmates. Gwendolyn had seen the paperwork when the regular inspectors were going through the records room. If the inmates weren't getting the medical care that was being payed for, where was the money going? The answer obvious. It was going into the pocket of the warden. But there was more to this than just a simple embezzlement scam. Otherwise, why have the prisoners mine for this strange blue mineral. "One final question, Quince, what is this that you're mining here?"

That question, however, Quince did not get the opportunity to answer as none other than Morgg appeared on the scene.

The inmate shrunk away in fearful submission. Picking up his pickaxe and returning to his work on the tunnel wall without a word.

"Imagine my disappointment upon returning to my office and not finding you there." Morgg said. "What are you doing here, Gwendolyn?"

The question was rhetorical. It was pretty obvious that she was interviewing an inmate about the unsanctioned mining he was doing at the prison. The question was just meant to intimidate her. To show that he caught her in a place she should not have been doing something she should not have been doing. Except that the reality was the exact opposite. Morgg was the one doing things he should not be doing and Gwendolyn did not intimidate easily.

She straightened, shoulders back, head up and glared at the warden reproachfully. "I should ask you the same question! What are you _doing_ here?" She waved her arms wide to indicate the mine and laboring prisoners. "What is so valuable you would throw away your principles and the Plumbers Oath ad force the people in your care to mine for? Its not Taydenite, or gold, or kormite. What is this stuff?"

At that question a wicked malicious grin spread across Morgg's face and for the third time since she arrived at Incarceration he reminded Gwendolyn of Michael. "Actually, Gwendolyn, I'm very glad you asked that."

Morgg reached into his pocket and withdrew a plastic bag of fine blue powered -the mineral they were mining ground down into a dust- and then she recognized it. Gwendolyn wasn't part of the drug unit, but every Plumber in the galaxy when Double D when they saw it -Dream Dust. A powerful hallucinogenic narcotic. Over a dozen times more potent than terrestrial lysergic acid diethylamide (LSD), just inhaling particles of the dust could send someone on violent vision trips hours. Just one gram of the stuff was worth five-hundred Taydens.

"So that's it." Gwendolyn took an unconscious step back. "You've gone from straight prison warden to intergalactic drug dealer."

"Its a very lucrative business." He informed her. "And the product is quite pure. But don't take my word for it -try some."

And he blew a handful of the finely ground powered into her face. Gwendolyn knew the smart thing to do was just to not inhale. But the motion was so quick and sudden that she couldn't help the involuntary gasp. The powered flooded her lungs the moment she opened her mouth and her vision began to swim. Double D worked fast.

The last thing Gwendolyn was sure was real was a blurry green hand grabbing her wrist and dragging her out of the mine shaft. Everything from that point onward was a nightmare.

…


	9. Michael

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Nine: Michael

"Well, I guess I better be getting these two home." Ben laughed as he and Julie watched both boys fall victim to the dreaded food coma. The most rampant of all the comas. "You wanna come over too?"

Julie was taken aback by that question. She knew Ben could be thoughtless some times, but she would have assumed he grew out of his stupidity. She glanced at Ken and Devlin, not really paying attention to them but still perfectly capable of listening. "No." She said. "But I will help you clear the table. I'll take two trays, you take the other two."

Admittedly, clearing the table at a fast food restaurant was really a one person job, but Julie needed to excuse to get Ben away from the table and the innocent ears of the children. Children who might just -completely and innocently- repeat the fact that Ben invited another woman over to the house when his wife wasn't home. Really! Julie knew he was thoughtless and irresponsible. He always had been. Ever since high school. But she had forgotten that he was also an idiot.

"What the hell?" She whispered once they were at the trash can. "You can't have me over where you live! What's wrong with you?"

"I knew you didn't need my help to clear the table." He groaned indigently. "Look, I… I just wanna be able to spend time with you. My grandpa can take the kids and you and I can-"

"Can what? Have sex on the bed you share with your wife!?" Julie snarled. "No. Just, no. When did I become- gah! Ben, I really like you. But you're pulling all the same shit you pulled in high school the first time we failed at dating each other. Only this time you're doing it on a larger scale. You can't keep lying to your wife and you can't keep stringing me along. You're gonna have to make a decision at some point. Either tell Kai about us and deal with the fallout, or else end it with me. Those are your options. I will not visit you at home -not so long as you're still married- and I definitely won't be sleeping with you in your wife's bed. I _refuse_ to be the bad guy in this. And if you can't make a decision, then I'll make it for you. I'll walk away. I'll leave you, Ben. Just like I did in high school."

She said all that. And maybe for the moment she believed it. But somewhere in the back of her mind, or maybe deep in her heart, Julie knew it was just words. There was just something about Ben. Some strange, illusive, ephemeral, undefinable pull that just kept drawing her back to him. She knew she shouldn't. Ben had always been chronically unreliable. Always broke his promises. Rarely did what he said he was going to do. Now he was married and had a child with his wife and a second adopted son. Julie didn't want to be a home-wrecker. She didn't want to tear apart a family. But to spite all that, she still found herself seeing him again and again.

It was like Ben was a drug addiction that she just couldn't kick. She could go years without seeing him, but the moment he was thrust back into her life, suddenly she couldn't wait to get her next fix of Ben 10 -excuse me, _10,000_ (ooh, he thought he was such a big-shot now).

"Now be a responsible dad and take your children home." She commanded. "Call me when you have no other obligations."

…

Morgg could not get the bribes payed and the inspects gone fast enough.

The teleporters in Incarceration were only one-way travel. People could beam in, but couldn't beam out. That meant that inspections had to be timed to coincide with supply delivers so that the inspection team could hitch a ride back with the supply ship. Morgg did pause for a moment to consider if a rendezvous with Gwendolyn would be worth the hassle of figuring out another way of getting her home again. But then again, it had been forever since the last time a young and attractive female was in the compound.

Humans -in general- were not exactly the most attractive creatures in the universe to Morgg. They were pink, and squishy, and covered in hair. So much hair! Really, what did a species need all that hair for?

But humans were shaped close enough to his own species to still find some attraction in. So long as he payed attention to that shape -a shape that both humans and his own people found very attractive- Morgg was confident he could enjoy an encounter with her. After all, a hole was a hole. Who cared if it was pink instead of green, and covered in hair instead of properly smooth? When a man was as starved for female companionship was Morgg was, he learned not to complain.

The grin melted from his face the moment he opened his office door, however. Gwendolyn was not there.

It took him only a second to realize that he'd been had. She wasn't really interested in sleeping with him. She was just manipulating him for some agenda. And then in a moment of glittering clarity, he realized there was only one thing in this whole gods forsaken Void that was worth sneaking around and lying for. The Dream Dust -Double D. The product he had his prisoners so diligently mining for. The purest source of the drug in the universe. In fact, she had asked about one of the mining tunnels during their tour. That must be where she went. Where she would be right now.

And sure enough, that's exactly where she was.

About part-way down the shaft, kneeling down, talking to one of the workers. Morgg made eye-contact with the inmate and he instantly demurred, shut up, and went back to work. Gwendolyn looked behind her and saw him looming over them.

"Imagine my disappointment upon returning to my office and not finding you there." Morgg said. "What are you doing here, Gwendolyn?"

Gwendolyn stood. Her shoulders back, spine straight, head up. She glared reproachfully back at Morgg and he realized that he couldn't intimidate her. He wouldn't be able to bully her into keeping quiet.

"I should ask you the same question! What are you doing here?" She waved her arms wide to indicate the mine and laboring prisoners. "What is so valuable you would throw away your principles and the Plumbers Oath and force the people in your care to mine for? Its not Taydenite, or gold, or kormite. What _is_ this stuff?"

And then Morgg knew what he could do. He couldn't bully or intimidate her into keeping quiet and if her reputation was anything to go off of, she wouldn't be able to bribe her either. But he could make over dose. Send her on a trip so far that either her mind gave out and she went mad, or her body gave out and she died. Either way, it would solve his problem. She wouldn't be able to run and tell the Magistrata about his little side business. That was the answer.

A wicked, malicious, maniacal grin spread across his face. "Actually, Gwendolyn, I'm very glad you asked that."

He reached into his pocket with withdrew a sample bag of his product.

"So that's it." Gwendolyn took an unconscious step back. "You've gone from straight prison warden to intergalactic drug dealer."

"Its a very lucrative business." He informed her as he pored a bit of the dust into the palm of his hand. "And the product is quite pure. But don't take my word for it -try some."

He blew the sample in her face and was pleased to see the drug take effect almost immediately. Of course, Dream Dust was a very potent name. Most species were sensitive enough that all they had to do was inhale a few particles to experience distortions of reality, altered perceptions, euphoria, and waking dream states. Gwendolyn inhaled more than just a few particles.

…

_"Michael, something wonderful has happened!"_

_When their hands touched sparks flew. "Maybe its because we both have powers?"_

_But sparks don't fly every time they touch. Sometimes Gwendolyn just feels exhausted and drained. _

_She feels giddy and anxious. She has to see him. When he's not around her, it feels like something's missing. Like he took some piece of her with him._

_They have to move in together. She has to be with him all the time. Its never enough -for either of them. _

_He's always toughing her. A hand on her arm, his palm against the small of her back. Hands. Everywhere hands. Every time together. He can't keep his hands off her. _

_And she can never get enough of him. Every time he's gone. Every time they're not together. When she's in school she wants to be home with him. When he's out she wants him back with her. _

_Michael is like a drug to her. She can't wait for her next fix. It's never enough. _

_"Maybe its because we both have powers?"_

_And then things changed._

_"Michael, something wonderful has happened!"_

_…_

She staggered backwards, coughing. One hand going to her mouth, the other to her head. Her eyes focused and unfocused. Morgg was sure her vision must be blurring. She wasn't looking at him -or much of anything really. She didn't know what was there and what was dust-vision anymore. He crossed the distance between them and grabbed her wrist. She let out a soft gasp, not of horror, or pain, or fear, but of innocent and harmless surprise.

"Maybe because we both have powers?" She said in a voice that sounded naive, unsure, and far more trusting than she was less than a minute ago.

Morgg didn't bother wondering what she meant. Gwendolyn was off in her own head. Who knows what memory or fantasy the dust had dredged up from the bowels of her subconscious. He'd seen people recite poems and speeches they never even knew they memorized in primary school (or whatever their respective races' version of primary school was). He lead her to his office when he kept the final product before it could be shipped out to the distributers.

Gwendolyn was pushed down into one of the smoking chairs from earlier while Morgg rolled back a throw-rug and lifted a panel out of the floor. He pulled out a plastic-wrapped brick and pealed back the wrapping just enough to scoop out a thumbnail of product. He tapped the powered into a small hand mirror he kent in his office for polishing his horns and used a utility blade to cut it. He rolled a small tube of paper and held both it and the mirror in front of Gwendolyn.

"Here." He crooned. "Try some of this."

The bit she breathed in, in the mine was enough to loosen her perceptions of reality and make her more pliant and easy to bend to his demands. The second dose he was giving her was to break her mind or her body. Whichever happened first. Either way, she wouldn't be his problem anymore.

"You have the best taste in everything…" She drawled in her chair and without the slightest bit of hesitation, fight, or fuss, Gwendolyn lowered a nostril to the paper tube and inhaled the whole line of Double D. She sniffed and shuddered for a few moments. Her nose curling and wiggling in ways that could not have been pleasant. But then her face relaxed into a blank stare of bemused pleasure. "Michael… touch me… I need your hands on me…"

Morgg didn't know who this 'Michael' person was, who Gwendolyn was seeing when she looked up at him with her dilated, unfocussed, and cloudy eyes. But it had been so long since he'd had a woman that he didn't care. She was giving him an open invitation and he was not about to pass it up.

…

_They're just teenagers when they meet. Children, really. He's handsome and she's pretty, and when their hands touch there's a spark. _

_He glows golden and she glows star sapphire. Its like they were made for each other and Gwen can't get enough of him. Or his lips, of his touch. His hands on her are like a siren's song. An ephemeral and instinct pull, drawing her closer to him every time they touch. Like they're trying to become one being. Like he's pulling her into himself. Its the most exhilarating feeling Gwen's ever experienced. _

_When he agrees to travel with her and Ben and help them defeat the Highbreed, she can't describe how happy she feels. They'll get to be together all the time now!_

_And she had to be with him all the time. When he's not around Gwen feels wrong -almost sick sometimes. Like a pice of herself is missing. Like some part of her left with him and the only way to get it back is to get him back. But its not easy. They're still just kids and live in different cities. She lives with her parents and he lives in her parents mansion. She had school and he had school. The only times they get to see each other are when the world's in danger and they have to team up. _

_He always touches her before a fight. As if for luck. Or maybe because this is a dangerous life they lead and a dangerous job they do and every touch could be their last. Gwen doesn't care. She loves his touch. That pull. Like she's melting into him. Like they're becoming one person. She loves it. _

_"Michael…" she tells him. "touch me… I need to feel your hands on me." Because if they do die defending the Earth, she wants the last thing she feels to be that pull. To be his palms against her skin. _

_College was like the Holy fucking Grail for her. _

_She followed Michael to the school he chose to attend. He grades and extracurriculars could have gotten her into anywhere, but she wanted to be with Michael, so she went to his school instead. Gwen had her own dorm room, but she barely spent any time in it. When she wasn't in class, she was with him. In his dorm room. His hands on her. Enjoying the feeling of that pull. Like she was being sucked into him. Like they were becoming one being. It was exhilarating. She loved him more and more with each of their rendezvous. _

_Gwen gave Michael her virginity in that room. _

_He made her beg for it._

_Naked and on her knees. He made her plead for him to hard sparkly dick in her. She licked him and sucked him, played with his balls and massaged the inside of his thighs. Touched him in every way he commanded her to. Anything to please him. Gwen would do anything to please him. Then he finally bent her over the bed. Back to him, hands braced on the mattress for support, Gwen felt his hard cock impale her womanhood. _

_Michael didn't pause at her sudden yelp of pain or the blood that trickled down her leg to drip on the dorm carpet. He just kept ploughing her. One hand over her mouth to keep her quite, the other cupping and squeezing her breast it was almost painful. _

_But it didn't last long. That first time. Michael came quickly and flopped down on the bed -satisfied. Gwen sat next to him while he slept and stared at the mingled blood and cum that oozed out from between her lower lips. The sex had not exactly been what she expiated. _

_But they were just kids back then. That meant they were inexperienced. The sex got better. So much better. _

_Gwen wasn't a virgin anymore and so there was no longer any pain when he entered her. Michael lasted longer and with time and practice learned to find and hit all her sensitive spots. One arm reaches around her to massage her clit while his dick pounds her insides, hitting that nice spot deep inside her that makes Gwen gasp and moan and cum so hard. The wetness streaming down her thighs like a thick clear river. _

_Anyone who says female ejaculation is a myth is either lying or has just never satisfied a woman before. _

_Michael fucks her so hard and she loves every second of it. _

_Her grades are suffering. _

_For the first time in her life, Gwendolyn Tennyson doesn't care about school. All she wants is to stay in the dorms and get fucked by her boyfriend. She's skipping classes. Not turning in assignments. Her friends haven't seen her in days. When Ben calls her, she doesn't answer and never calls back. People are starting to worry. _

_Gwen doesn't care what they think. They don't know her. They don't know anything!_

_She and Michael have to move in together. Gwen thinks she'll go crazy if she can't live with him for real. No more sneaking around the dorms, being quiet for his roommate, or hiding from the RA. They need a place of their own. A place where they can be free to do whatever the fuck they want without other people sticking their big noses in their private affairs. Michael is rich and his parents gave him a mansion. Its a giant house with more rooms than any two people could find uses for. _

_But Gwen barely ever sees the out side of the bedroom. _

_Ben tries to see her. But Gwen doesn't have time for him. Michael consumes her life now. All she needs is him and now that she has him all to herself she doesn't have time for other people. Not friends, not family, not even aliens, mutants, and monsters. If Ben needs help saving the world, he can get plant of Helpers to back him up. She wished he would just leave her alone. _

_She was so relived when Ben finally gave up on her. But Grandpa was more persistent. He accuses Michael of brainwashing her. Of cutting her off from her friends. Or manipulating her and using her. Of feeding goff her like a leech. Or abusing her. Gwen does have strange star-shaped marks all over her and has had them for a long time now. But Michael has never raised a hand to her, so she thinks Grandpa is just crazy. _

_Michael has to force him off the property. As she watched her boyfriend beat-up and throw out her grandfather, all Gwen feels is relived. They can go back to their perfect life again. The interruptions are gone. _

_She's twenty-years-old now and every changed. Gwen can't wait to tell him. _

_"Michael, something wonderful has happened!" She tells him before they crawl into bed together. "I'm pregnant!"_

_She beams up at him, practically glowing with pride and joy at the idea they they created something new and wonderful. They did. The both of them with their love. They were gonna make a new life. How wonderful was that?_

_But he did not look happy. Not at all. The corners of his mouth turned downwards in displeasure. "No…" He whispered -more of a growl, really. "You're not pregnant."_

_Gwen didn't understand. Why wasn't he happy? He should be happy. She loved him so much and now she was gonna give him a child. A child they made together with their love. Michael should be ecstatic. _

_"Get rid of it." He orders. And there's a finality in his voice that forbids any further discussion on the matter. Get rid of it. Make it gone. It doesn't exist. You're not pregnant. Get rid of it. _

_She can't believe what she's hearing. Not only is he not happy about their baby, but he wants her to kill it! Gwen doesn't understand and for the first time in five years she does something she's never done before. She denies him. Gwen's never said no to him before. But he wants her to kill their baby and that's something she can't do. "No!"_

_His face cracks. Gwen's never seen him look like that before. His face contorted with something -not quite rage, but something just a a bit more… evil. She's never seen him look like that before and it scares her. "Fine." He growls. "I'll do it."_

_For the first time in five years, Gwen notices that there's something wrong with his palms. A small round mouth like the maw of a leech opens up on his palm. A circle shaped sucker pull of teeth. He lays his hand over the lower part of her belly, right over her womb and the leech-like mouth is directly over their child. She could feel it. A dangerous predator hovering over her baby's new and tiny mana. _

_She feels the pull. That strange pull she's always felt whenever Michael put his hands on her. Like he was trying to pull her into him. She used to think of it as being so romantic. Like they were trying to become one being. But now Gwen recognizes it for what it is -feeding. Michael had been feeding off her these past five years. Sucking out her mana and using it to enhance his own power. But this time it wasn't her he was sucking out -it was their baby!_

_"No! Stop!" She shouts the moment she realizes what's happening. She can feel her baby's mana leaving her body. It was so small to being with, if Michael takes any more it will die! "Michael, you're killing it!"_

_"That's the idea…" He growls. She's struggling against him so he hold her down with his free hand, sucking out some of her power to weaken her and help bolster his own strength. Gwen can't fight him. _

_And then she feels something change. The baby's mana is all but gone and there's a pain in her abdomen. Michael finally removed his hand and Gwen double over in pain. It hurts so much! The bed feels wet under her and she slides a hand down between her legs to probe it. Her hand comes back bloody and she screams. _

_The hospital calls it a 'spontaneous abortion'. It's quite common apparently. Apparently in young women or if its the woman's first conception. The body is unfamiliar with the change. The hormones cause stress the body can't handle and it doesn't know how to cope. The body rejects the fetus. 'Spontaneous abortion.' Gwen calls them all idiots (among other not quite so flattering things). Michael tries to quiet her, but she wants nothing to do with him. Not anymore. Not after what he did. _

_…_

Morgg pulled Gwendolyn's shirt up from over her head and was pleased by her lack of struggle. The females of his own species did not have breasts and so he was a little put off by seeing hers. They were round and squishy. Why did humans have to be so squishy? But she was female and that was really the important thing. It had been so long since Morgg had had a woman. She didn't have to be his ideal, she just had to have a hole that would fit him.

Ignoring her round soft breasts in their blue front-snap bra, Morgg's hands closed over her belt buckle. The pants slipped off just as easily as the shirt with just as little fuss. There was a moment of annoyance when Morgg had to pause to take her boots off before he could get them all the way off but then they were gone. Crumpled on the floor and not his problem anymore.

Here she resembled the females of his own people much more. Wide, round hips, supple well-muscled thighs… Morgg was going to enjoy this and he felt himself go stiff at the prospect. He hooked one finger under the waistband of her panties and pulled them down.

Ugh. Hair. Curly and red, the same shade as her head. Why were humans so hairy?

Morgg tried not to focus on that. Instead, he took a moment to inspect an interesting looking bruise on her lower belly, below her naval. It _looked_ like a bruise, but it was to old. A scar then? But Morgg had never seen a scar that looked so smooth. He placed a hand over the mark to better explore it -and Gwendolyn completely freaked out!

"_No!_"

A wave of raw power knocked him back -hard. Morrg slammed against his desk and slumped on the floor in a slight daze. He didn't know where Gwendolyn's trip had taken her, or what had triggered the change. She was still under the influence of the drug. Her eyes blurry and unfocussed. Whatever she was seeing it wasn't him and his office. She was still somewhere else with someone else. The mysterious 'Michael'.

Her mana swirled around her in a blind rage. It smashed the chair she reclined in and sent chips of wood, scraps of fabric, and fibers of stuffing flying everywhere. A maelstrom of power. Her arms wrapped protectively around her abdomen.

"Stop! Michael you're killing it!"

Wild mana tore the room to pieces, breaking chairs, cracking panels, sending datapads, documents, and debris flying. The windows shattered, drawing the attention of the robotic guards and inmates in the corridor outside and chamber below.

Morgg had no idea what to do. He'd never dealt with magic before. He had plenty of experience with addicts on trips and trips that turned violent. It was a common enough occurrence with Double D. Dream dust could give a person nightmares just as easily as it could give them sweet dreams. Like PCP from Earth, people on Double D exhibited enhanced strength and were difficult to subdue. Difficult. But not impossible.

But Morgg had never mixed Dream Dust and magic before. How was he going to subdue someone he couldn't even get to?

Drawn by the disturbance -shattering windows and glass raining down did tend to draw attention- two robotic guards appeared in the office's suddenly open doorway.

"Sir, are you in need of assistance?" One of them asked in its synthetic voice. But no sooner were the words out of its vocoder before the storm of mana got a hold of them and both robots were swept up into the spiral of violet energy. They collided with his coffee table and bits of chair. The magic pulling them apart at the joints. With horrified eyes, Morgg watched two of his robot guards be pulled to pieces seemingly by nothing but swirling air.

If Gwendolyn had enough power to do that to his guards, what chance did he stand? She had to much power and it was all going haywire and out of control. A fit triggered by the combination of whatever trip she was on and… and him poking at that scar on her belly. She had been fine and docile up until that point! That was when she snapped and went haywire. Her arms wrapped around her abdomen, like she was trying to protect something.

Forget this. Morgg couldn't deal with this.

The door was broken and hanging open. Morgg dove for it, hoping to avoid getting caught in the winds of magic ripping through everything else in the office. One outside, he ran, desperate to get away from the mad witch.

The shockwave of Gwendolyn's power reached all the way down to the chamber below the office. Before the glass even started falling, it jostled and shook the solitary confinement cells, shoring out the electronic locks. One inmate, a prisoner by the name of Trukk. He was sentence to thirty days of solitary confinement for challenging the guard supervising his division of the mining crew. Trukk was only fifteen days into that sentence.

He watched the warden run from the office like a little bitch with his tail between his legs. Robot guards ran every which way with no real pattern or organization. It was like a prison riot without the riot. Trukk stepped out of his cell expecting to be struck down by a guard at any moment, but he wasn't. In fact, they completely ignored him. It was like something in the air was rattling their software. And maybe there was. Trukk did feel a tingling on his skin, a prickling on the back on his neck the indicated some sort of charge in the air.

Following the source of that charge, Trukk found himself standing just outside the broken door of the warden's office.

It looked like there was a small hurricane going on inside. Bits of broken furniture, tech, and other bric-a-brac spun around the room, and at the eye of that storm was a figure. There was a person in the center of that spill of power -they were causing it! All this power was coming from a single being. He squinted, trying to see who it could be. He wasn't about to actually enter the room lest he share the same fate as -what looked like- one or more robot guard that was also flying around the room in pieces. The figure looked humanoid, female, and naked. That was about all Trukk could discern. They didn't usually send female prisoners to Incarceration, but perhaps this time they did and the first thing the opportunistic warden did was take advantage of the power he suddenly had over a woman who couldn't say no.

Obviously, the woman reacted badly to his advances.

This was out of Trukk's experience. He didn't know what to do or if he even should do anything. He needed a calmer, more temperate and experienced mind than his own to handle this. He needed Quince. Quince always knew what to do, even if Trukk didn't always listen to him.

Robot guards were malfunctioning all over the compound. Not breaking or going haywire. Just… not working right. They swayed as if their gyroscopes were off or had jerky and uncoordinated movements. Both things that that could occur if a powerful energy field was interfering with their circuitry. This was actually a good thing, because it meant that nobody bothered him on his way to the mine sift Quince was assigned to.

"Come with me!"

"What?" The older prisoner looked up at him. "Trukk! You're how? But… how?"

Trukk spun Quince around so that he could clearly see the boot guards nearest them. "Something's gone wrong in the warden's office. There's a girl trapped in there and she's got this power that's making things go wacky. You're the only person I know who's smart enough to know what to do. So, what do we do?"

Quince could think of only one female in the whole prison and that was Gwendolyn the woman who came with the inspection team and was asking him all sorts of questions about the mine and his work. The warden had dosed her with the Dream Dust and then dragged her away. If there was a woman trapped in the warden's office then it had to be Gwendolyn. "Where's the warden?"

"Pussied out and ran." Trukk explained. "Its a mess in there. Things are flying all over the place and broken. I think she's the one doing it."

She did have powers. That was evident when she used them to make a shield and block the guard's second whip lash before it could strike him. It stood to reason that she might have enough power to make things fly around the room, and if she was under the influence of a strong hallucinogenic stimulant like Double D then who knows what could have triggered it or how to make it stop. He wouldn't know until he saw her.

"Alright. Lets get to the warden's office."

The whole place was a mess. As soon as the inmates realized the guards weren't working right they took their opportunity. Some went around breaking down doors and letting others wake. Waking the off duty work shifts. Other raided the Mess gorging themselves on all the food they could eat. While yet others seemed to be just running around with little else to do but run unhindered -a luxury none of them had enjoyed for many, many years.

Finally they reached the office.

The storm of power had lessened slightly, since Trukk had left to find Quince, but it was still there. Swirling about the room. Making an approach dangerous. But at least in made vision better. Easier to see Gwendolyn.

Kneeling on the floor on her knees in the center of a circle of debris. The only clean spot in the whole damn room. Her arms wrapped protectively around her abdomen. She was naked but for her socks and bra and Quince shook his head in disgust. The warden had tried to rape her. What slime.

"Trukk, can you get to the commissary and bring me a blanket?"

"Uh, I think so." He nodded. He'd have to beat his way through a couple people, but he was good at that so there was no problem. He left.

With a deep breath, Quince entered the room and tried to approach Gwendolyn. He was pelted by flying bits of… was that a guard's head!? Yes, yes it was. He was pelted with flying bits of robot guard, furniture and tech. It hurt, but then inmates of Incarceration were no strangers to pain. At least the mana wasn't trying to pull him apart too. That goodness for small favors. Finally, he reached her sobbing naked form.

"Shh… shh…" He tried to sooth, kneeling down next to her to be on the same level. What did you say to a woman who had just been raped? Or attempted to be raped? What reason would she have to trust you -a man- so soon after being used and abused by another man? "It… it'll be okay."

Gwendolyn looked up at him, but here eyes weren't seeing him. They were bleary and unfocussed, if she did see him, she did not recognize him as himself.

"Grandpa!" She sobbed and wrapped her arms around him.

It was then that Quince realized she must still be on her trip from the Double D. But the amount she inhaled in the mine wouldn't have been enough to cause this. The warden must have made her take a second dose once he got her here. Who knew how long she would be gone. Lost in her own head. Her own nightmares, dreams, or memories. Somehow, he had stepped into a role in whatever vision she was living.

Quince patted her bare back. "Its okay. It'll be okay." He said again, hoping that was the right thing to say. It was what he said right before she called him her grandfather and hugged him. "He won't get away with this."

That, however, did not appear to be the right thing to say because she just started to cry harder, soaking the front of his tunic with her tears. "You were right, Grandpa." She hiccuped. "You were so right! Michael was just using me. He… he's some kind of leech-alien and I never knew. I was with him for five years and I never knew! I'm such an idiot!"

She was about to say more, but it degraded into hiccups and sobs. Not knowing what else to do, Quince just held her while she cried. Really, it was the only thing he could do to wait for the drug to run its course and help her play out her vision as safely as he could.

After a few deep breaths she began again. "He killed it, Grandpa. The hospital is calling it a 'spontaneous abortion' but I know Michael killed it. He killed our baby!"

Aw crap. This was a situation Quince had absolutely no experience with. How was he gonna handle this? Thank goodness it was that moment that Trukk returned with the blanket. He draped it over Gwendolyn's shoulders to cover her nakedness and maybe help warm her up a bit -she was cold to the touch.

"What do we do now?" Trukk asked.

"We wait it out." Quince told him. "That's about all we can do." He glanced around the room at the broken _everything_ lying about the room. "And see if you can find a telecom or a holocaller or just anything that can get a signal out of the Null Void. We need to call Galvan Prime and have them send a ship or something to come and pick her up."

"You wanna bring more Plumbs here?"

"She needs help." Quince reminded him. "We don't have the facilities or the knowledge here. Do you know what to look for during a detox or run a rape kit? I didn't think so. Find something to call Galvan Prime with. Tell them what you know of what happened."

Reluctantly, Trukk nodded and once again left on his errand.

Quince pulled the blanket tighter around Gwendolyn and rubbed circles in her back. "Shh… its okay, girl, we'll get you help."

…

Max was tucking the kids into bed -a bit early, but then he usually went to bed early- when he got the call.

Ben had gone back out after dropping the boys off at home and so he was in charge making sure their homework was done, they had dinner, and were in bed at a reasonable hour. That also meant he was in charge of taking any personal calls or messages that were left for either Ben, Kai, or Gwendolyn. He was not expecting to get an emergency call from Galvan Prime informing him that Gwendolyn had been admitted to the Plumbers Infirmary there.

Gwendolyn's missions often turned violent and it wasn't out of the ordinary for her to spend some time recovering before coming home. But this was just supposed to be a simple inspection. Nothing violent was suppose to happen. And there was just something in the caller's voice that made him wonder just what it was that was wrong. Max almost wanted to drop everything and rush to his granddaughter's side to make sure she was okay. The last time she was admitted to the hospital under unclear circumstances, it was because… never mind what it was because. Max didn't need to think about that.

But he couldn't just leave the kids unattended.

Devlin, always so much more alert and aware of his surroundings than Kenny, must have crawled out of bed as soon as he heard the telecom ring, because he was standing right behind Max when he turned around. Glaring up at the old man with challenging and determined eyes.

"What's wrong with Gwendolyn?" He demanded.

"I don't know." Max had to admit. They didn't tell him what was wrong or what had happened. All they said was that she was in the infirmary. That in and of itself was strange enough. Usually, Gwendolyn's injuries from her missions weren't worth mentioning. Certainly they never got a call home from the hospice to inform them of every single time she got hurt on a mission. No. Max didn't know what was wrong with her, but whatever it was it must be serious.

"Can we go to her?" The boy asked.

"Its a school night, Devlin. I can't take you kids to Galvan Prime." But Max found it a little touching that Devlin cared so much. Although, he did have to admit that since being adopted, Gwendolyn was probably the one adult that had taken the most time to make the boy feel welcomed in the family -discounting himself, of course. "But I will call Ben to come home and watch you kids so I can go and see how she's doing. I'll be sure to tell her you want her to get well soon."

…

Ben was with Julie when Grandpa called and commanded him home. Not asked him home. Not said that he should come home. No. Grandpa Max _commanded_ it.

Something to do with Gwendolyn being injured on her impromptu mission to the Null Void and Grandpa had to rush off to her side. He needed Ben home to watch the children while he was away.

"You need to go home." Julie told him, acting as his conscious since he seemed incapable of listening to his own. His beautiful, naked, curvy conscience. "Its nice that you wanna spend time with me, but you can't neglect your family and this sounds serious."

Ben sighed in disappointment. "You're right of course…"

"I just hope Gwendolyn's okay." She added. "I remember she and I were friends. At least, we were until she got with that Michael guy and totally cut me out of her life."

...


	10. Vengeance

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Ten: Vengeance

"I'm fine. Really." Gwendolyn assured her grandfather as she chewed on ice chips. She was sitting up in her hospital bed in one of the rooms of the Galvan Prime Plumbers Infirmary. A Galvan medical tech on a hover platform checked her heart-rate and breathing, readjusted her IV drip and left. "The drug's nearly out of my system, I'm not seeing stuff anymore, my blood pressure is back down… I'm fine. Just a little dehydrated."

She tossed a few more ice chips in her mouth.

Max raised one skeptical eyebrow. "I'm glad you think you're fine, Pumpkin. But I read the first responders reports on my way here. I know what kind of state you were in when they brought you in. So, if you don't mind, I'm going to worry my head off. Its my privilege as a grandparent."

"Oh, that." Gwendolyn waved dismissively. "You don't have to worry about that. The rape kit came back inconclusive, but that was because I'd recently had sex with someone else before leaving for the inspection -and no, I won't tell you who. But I don't think Morgg raped me. I don't think he got that far before the drug triggered… my fit."

The mood in the room suddenly turned very sober. Max shifted his weight from one foot to another awkwardly. Finally he decided there was really no beating around the bush with this particular subject. He cleared his throat. "The first responders also said you kept cursing Michael's name and crying over… what he did."

"You don't have to worry about that either, Grandpa." She assured him. "It was years ago. I've moved on. The drug just… put me back there, as if it were happening all over again."

"Do you wanna talk about it?" Max offered. He was the only one in the family who actually knew what had happened between her and Michael, what Michael did to her. Ben only knew that Michael was manipulating and taking advantage of Gwendolyn, he didn't know just how bad it was and she never talked to him about it. Max was the one she called when she was sobbing in the hospital yelling for security to keep her boyfriend away from her. Max was the only one Gwendolyn could talk to about it.

"No. I don't." She deadpanned. Shut herself off. Closed herself up.

"I understand its painful, Pumpkin. But you need to talk to someone. If not me then someone."

...

Kevin could never have imagined a better result if he'd planned it!

He wasn't really sure what Gwendolyn did or what happened to her while she was in the prison. But Morgg lost the warden position, was stripped of his Plumbers badge, and was now a fugitive on the run. No one had seen him since he was last witnessed running from him office in terror. He'd been on the run ever since. Under the radar.

That meant that he was traveling in Kevin's world now…

Kevin 11,000 might be a crazy homicidal maniac. But the leader of the Lock Eleven gang had spies, feelers, and contacts in almost ever sector of space from Sol to Galvan and everywhere in between. It was just good business when running a clandestine smuggling organization to make sure you knew the social, political and most important of all the economical climate of any area you were planning to do business in. All those things could affect profits and losses. So Kevin kept informants in all the places his group did regular business. It was nothing for them to keep an eye out for one petty and small-minded drug dealer.

Actually, the fact that he was a drug dealer made it easier to find him. Just follow the drugs.

Unfortunately, Kevin wasn't the only former inmate of Incarceration that had a beef with Morgg, and he wasn't the only person that had a beef with Morgg who knew how to follow a trail.

It was in the slums of Persephone that Morgg found himself with his back to a wall. A semi-circle of thugs, thieves, murderers, and other degenerates -all gunning for his blood. Some of them he recognized as parolees, others Morgg had never seen before, perhaps small time thugs looking to make names for themselves by taking him out.

Morgg was boxed in. Trapped between a hard-place and a wall of hostile, well-armed bodies.

And just when the former warden thought things couldn't get any worse… a shadow descended across Persephone's moons.

It landed on a low roof top overlooking the whole scene. A nightmare shape unlike anything Morgg had ever seen before. The face was a dark skull-mask warted in flames. The light from the fire illuminating four arms, all looking like they came from different aliens. A Tetramand, two Vulpimancer arms, and one Pyronite. Lepidopterran wings. A tail that looked to be a mix of Kineceleran and Galvanic Mechamoph. Tentacles that looked like they came from a Null Guardian… Morgg have never seen a creature like it before.

But these surrounding him -his would be assasins- did recognize the creature.

"Eleven thousand…" Some of them whispered.

"Kevin 11,000!?"

"The Lock's boss."

Morgg took a closer look at the creature. The name 'Kevin' sounded vaguely familiar. But he was having trouble connecting the memory of the image that was connected to the name with the large monster looking down on him now. He had hear of the Lock, however. The Lock Eleven gang. A few of its lower ranked members had ended up in his prison and they all said the same thing about their leader. That he was ruthless, crazy, cruel, and unforgiving.

The semicircle of degenerates parted to give Kevin 11,000 a clear path at him and Morgg didn't think it was possible for his terror to rise any higher.

"You want him, Don Levin, uh, sir?" One of them offered.

The others remained silent, but there was a general air of agreement between them. If Kevin 11,000 wanted Morgg all to himself, then they would step down and let him have what he wanted. No one got between Kevin 11,000 and what he wanted. Not unless they had a death wish (or their name was Ben Tennyson).

Kevin fluttered down from his perch. The extra limbs, wings, arms, tentacles, all melting back into his body. His form shrunk down to that of an average human male. The flames vanished from the head and the skull face was replaced with one of flesh, smooth apart from an X-shaped scar on the chin. Long dark hair tumbled down his back as he advanced on Morgg.

Two from the semicircle of criminals grabbed Morgg's arms to keep him from escaping.

"I was eleven when you put me to work in your mines." Kevin 11,000 growled. He wanted to ask what kind of monster uses children as slave labor but then the question would have been pointless. Kevin already knew exactly what kind of monster Morgg was.

There was a lot more he wanted to say. That Kwarrel had never really recovered from that shot in the leg while they were escaping and while he did live for many profitable years after that, it was that shot that ultimately lead to his final death. That Kevin still had nightmares sometimes about being back in those mines under the guard's lash. Or worse that Devlin in the mines right next to him… But Morgg would neither understand nor care about any of that. Not to mention they had an audience. He did not need the rest of the galactic underworld knowing his fears and anxieties.

Instead, Kevin withdrew a weapon he acquired specifically for this day -night. The night he finally got his revenge on Morgg. Kevin activated the plasma whip. "I trust you recognize this. Its the same model you fitted your robotic guards with. I swapped out the grip for a hilt that a human like myself can hold, but aside from that its the exact same one you used to beat all your slaves with."

There was a general rumble of approval from the semicircle of criminals and thugs around them. Who would have thought that Kevin 11,000 was as poetic as he was sadistic?

Kevin'a attention shifted to the two holding Morgg. "Strip his shirt and turn him around."

They weren't members of the Lock Eleven. Aside from Kevin himself, none of them wore padlocks on chains. But they followed his orders readily and dutifully all the same. When someone with as much power as Kevin 11,000 tells you to jump, you ask how high. You don't pause to wonder whether or not you should listen to a guy who's not your boss. Not if you valued your energy and life-force. It was rumored that Kevin 11,000 wouldn't hesitate to become Kevin 11,001.

Morgg was spun around, his face shoved into the stone wall and the back of his shirt was ripped open. His arms were pulled tight to stretch his back and make it difficult to struggle.

Kevin raised the whip and brought the first lash down hard right between the shoulder blades. As he told Gwendolyn so many weeks ago, the plasma lash broke the skin, but cauterized the would almost instantly so there was no blood. Just a long open would of charred flesh surrounded on either side with angry red flesh. He raised the whip again, this strike crossing the first. Kevin waited until the sting was about to subside before dealing a third blow. Waited again, then a fourth.

Each time, Kevin paused between strikes so that one did not bleed into the other. So that the pain came and went in cruel shocking bursts. So that the victim couldn't become number to the pain. Each strike was more and more satisfying. As if each layer of skin that was flayed from Morgg's back was a layer of tension lifted off Kevin's shoulders. Layers of tension he didn't even know he had. Tension that had been weighing him down for over thirty years.

In the end, Morgg's back displayed eleven charred angry lash marks. Finally he lowered the whip and switched it off.

Turning to the semicircle of other criminals around him, Kevin asked, "You all have business with him too."

It wasn't a question. No one in their world hunted a man down, or stuck around after someone else got to him first unless they had a personal score to settle. Still, the others felt the need to nod their respective affirmatives. If they hadn't been imprisoned in Incarceration themselves, then they had family or crew that was.

With a nod, Kevin backed off, giving the others the opportunity to take their pound of flesh they were owed.

"But when you're done," Kevin added, "I want his body."

…

It was all over the news. Across every planet, space colony, populated asteroid and moon.

A body left outside the main Plumbers Headquarters on Galven Prime.

Stretched across the front steps leading up to the building's main entrance. His back all torn up as if by a whip. His shirt torn, chest displayed.

And carved into the body's chest were the characters '_11-K_'.

The body was identified as the former warden of the Null Void Incarceration facility. The one who had gone dirty, become a drug dealer, exploited the inmates under his care, and tried to rape a high ranking Plumber. He had been on the run for less than a week.

But that's what happens when you piss off over half the criminal underworld. You turn up dead and your body is sent as a message.

There was no doubt in anyone's mind what the '_11-K_' carved into the chest was referring to. 'K' was a way of abbreviating a thousand in shorthand. But it could also refer to the perpetrator's name. Kevin. Kevin 11,000 was laying claim to the kill. It was as good as any written confession to the murder.

And yet… no one pursued the case.

There was never any official ruling. There were no documents filed on it. But everyone agreed. It was a just killing.

…

For aiding a Plumber in the midst of a prison riot, alerting the main dispatch, and helping to expedite a safe and speedy retrieval of said Plumber, Quince and Trukk were granted early parol from their sentences.

They met with their parol officer, were given a list of employers that were willing to hire parolees, and were required to find permanent addresses within seven days. Quince and Trukk stepped out of the office not knowing what exactly they were going to do. They weren't really suited for normal reputable work and finding a permanent address -a place to live- within a week was near impossible for someone who'd just been released from the Null Void.

Standing out front, just outside the door, the two exchanged a look. Neither of them knew what they were going to do.

From across the street, someone waved to them.

A human male of a slender but muscular build, long dark hair tumbling down his back, and an X-shaped scar on his chin. Trukk had never seen him before, but Quince thought he looked vaguely familiar. He was leaning against an old terran vehicle, a GTO Judge, painted green and black.

"Who's that?" Trukk asked.

"Donno." Quince admitted. He looked familiar, but then he had spent the last forty years in Incarceration in the Null Void, he hadn't exactly met a lot of people over the last four decades. Maybe this guy was a relative of someone he used to work with in the mines? But there weren't many humans sent to Incarceration. Quince had to admit, he was curious. "Lets go over and find out."

They crossed the street to the man and took up subtle flanking positions on either side of him. He gave them each an amused, skeptical glance as if to say 'really?'. It was understandable. People in their world were naturally cautious and distrustful. Not to mention, they just got out of jail and didn't have any friends on the outside. There was no reason for a random guy off the street to be flagging them down.

"You know us or somethin'?" Trukk asked, cracking his knuckles.

The man smiled in amusement at him. Like someone humoring a child. "You? No." He said then jabbed a thumb at Quince. "I'm here to see him."

"Do I know you?" Quince asked. Genuinely curious. He didn't know many people on the outside.

"You wouldn't recognize me now." He assured Quince. "You haven't seen me since I was a child. I escaped with Kwarrel."

Quince squinted up at him. Kwarrel… that was a name he'd not heard in a long time. Thirty years ago, Kwarrel had been the big fish in the tiny pond of Incarceration. He kept the peace between the prisoners and helped new inmates adjust to the harsher life within the prison. One of those new inmates started following him around like a baby duck. A human child from Earth. He didn't look human when he first arrived, more like a mishmash pieces from ten different other aliens. But with Kwarrel's help and mentorship he was able to shed that form and return to his natural state of a terran boy. Quince tried to remember the boy's name…

"Kevin? Kevin!" Quince's eyes went wide. This tall confident man before him was that skinny little kid? "Little Kevin 11!"

"I'm not eleven anymore." Kevin smirked.

"You're looking well." Quince looked him up and down. Slender but lean and well muscled, he clearly was eating well. Clean and well groomed, his hair, while long was neat and well cared for. Nice clothes, clean, unwrinkled, of a good quality. He looked worlds better than the short, skinny, sullen, looking human child he remembered. "What about Kwarrel? He doing as well as you are?"

Kevin's mood suddenly turned sober. "No. He bought the farm a few years ago."

"Oh. I'm sorry to hear that. He was a good man."

"Yeah…" The two men shared a sigh.

Trukk, tired of being ignored cleared his throat. He didn't know any 'Kwarrel' and he had never met this 'Kevin' that Quince was suddenly so familiar with. "As fascinating as this is, what do you want? We just got out of the clink and need to get a move on this permanent residence thing. So, if you don't mind…"

Turning slowly, as if in patient irritation, Kevin looked him up and down as if appraising a possible threat. Whatever he saw, Kevin must not have found it very threatening. "And you are…?"

"I'm the Big Man of Incarceration. Morgg might have been the warden, but I was in charge!" Trukk announced.

Kevin just smirked. "And now?"

Stepping in between them quickly before one of them put the other in the hospital, Quince placed a hand on Kevin's shoulder. "Trukk helped me with that Plumb that Morgg tried to rape. Its why we were released together. Early parole for good behavior and practically saving the life of one of the Plumbs."

Honestly, Quince wasn't really expecting much of a reaction out of Kevin at his explanation. It was just the answer to a question about who Trukk was and why they were together. But at hearing the word 'rape' Kevin's dark eyes went wide with a rage Quince didn't understand. "Morgg did _what!?_" Then more to himself than to them. "Those second rate gutter idiots didn't kill him slowly enough. I should have…"

He snarled a wordless snarl and punched the closest thing to them that wasn't his car. The street lamp bent in the middle and began to lean precariously to the side as Kevin's fist impacted its main support. His teeth were still barred in that wordless snarl when Quince correctly guessed, "I assume you knew that Plumber personally. Gwendolyn Tennyson."

Taking a deep breath, Kevin straitened. He opened the driver's side door of his car and sat down. "Trukk, was it? You can come too. Both of you get in."

It only took them a half a second of hesitation to exchange a look before coming to the conclusion that, really, they didn't have anything to lose from going with Kevin, so they both climbed into the car. No sooner were the doors closed than Kevin peeled out, speeding through the streets of Galvan Prime's capital city. It was a very nice city, full of cultural centers and social venues. But Kevin passed all these by and did not stop until they reached the space port.

"Uh, we can't leave the planet without our PO's permission." Quince reminded him.

"Then I guess its a good thing you're not leaving the planet yet." Kevin replied matter-of-factly as he climbed out of the car. "We're just getting a drink."

He lead them to a pub across the street from the port. A dimly lit dive that smelled of engine exhaust from the port and the mingle body odor of a hundred different species. Kevin lead them directly to the back of the den to a table they almost missed the corner it was shoved in was so dark. He sat down and indicated for the men to do the same. A waitress appeared, a cute young thing from mingled Kineceleran and Citrakayah background. She took their orders, left, and was back with their drinks in less time than it took them to actually sit down.

When she was gone, Kevin began. "I was just going to offer Quince here a job. But now I want you to tell me everything that happened to Gwendolyn in that prison."

The two exchanged a look. Kevin didn't just know the Plumb, he was on a first name basis with her.

"She was asking questions." Quince finally said. "Morgg caught her and dosed her with product, then dragged her to his office. She freaked out while on her trip and went wacky."

Shaking his head in disappointment, Kevin took a sip of his drink. "No, no. I already know that. I mean details. Like what questions was she asking. Who'd she talk to? Did she mention any names? What happened between Gwendolyn and Morgg in his office? You said he tried to rape her."

There was a second exchange of glances between the recent parolees.

"She your woman or something?" Trukk asked tactlessly, taking a sip of his own drink so causally as if he hadn't just prodded at the personal life of the boss of one of the larger pan-galactic smuggling gangs.

"No." Kevin deadpanned. "She's her own woman."

"She was talking to me." Quince told him. "She wondered into the tunnel I was woking and stopped a guard from beating me. She asked me how long I was working and what kind of medical care they gave us. She wanted to know what we were mining. That's when Morgg showed up. They talked a bit -all bullshit, I was trying to mind my own business- then he took a handful of product out his pocket and blew it in her face. You remember the stuff works fast. Anyway, she was already gone before he even got her out that tunnel. The next thing I know, Trukk here is running down the shaft saying I gotta come save her."

Kevin turned his eyes to Trukk, a silent command for the other man to continue the narrative.

Trukk, however, wasn't paying much attention. He gulped his drink loudly, assuming it was on someone else's tab (which it was).

"What?" He asked when he realized the other two were staring at him. "Oh. Right. Okay, so I was in the box -you went to Incarceration, I assume you know the box- anyway, I was in the box and all of a sudden there's this wave and all the electronics and the guards go wacky. The door to my cell opens and I see the warden running from his office like a scared little tonton. So I go up to the office to get a look at what made him piss himself and I see all sorts of shit flying around the room. Like a tornado or a hurricane, ya know. And in the center of that mess is a person. Anyway, I don't know how to handle shit like that, so I get Quince. He was always smatter than me."

"The guards are malfunctioning pretty bad, so I follow him to the office." Quince took up the narrative. "She's calmed down a bit by the time I get there but its still a mess. I told Trukk to go and find a blanket 'cause, yeah, she's naked and we assume the worst. She's still tripping when I actually get to her so I can only assume Morgg gave her a second dose at some point. She was crying, but she's still gone so it couldn't be about what just happened to her. Next thing I know, she's calling me her grandfather and sobbing about how some guy named 'Michael', uh… how he hurt her." Quince finished lamely.

Quince finished his drink and waved to the waitress for another.

"Anyway, then we called the Plumbs and they took her away. Next thing we know, we're being paroled for good behavior." Trukk shrugged.

Kevin ran a finger around the rim of his glass in thought. "This Michael person, did she say how he hurt her? Gwendolyn's a Plumber. She gets threatened, shot at, and beaten up all the time. What made this one so special? Or was it just the Double D fabricating the whole scenario?"

Suddenly finding his new drink very interesting, Quince studied the liquid's surface and avoided eye contact with Kevin. No, he was sure it wasn't any fabrication of the drug. Her emotions were to raw, to visceral to have been fake. "He killed her baby."

"Gwendolyn Tennyson never had any children." Kevin shook his head. "I am very familiar with the family. Believe me when I say I would know."

"No." Quince agreed. "She never carried any to term. Because someone named 'Michael' killed it while she was still pregnant. I've seen her naked, remember, and there's a mark on her belly right about where her womb would be. It doesn't look like a normal scar, but I think that's where-"

His sentence was cut off rather abruptly when the glass Kevin was holding suddenly shattered in his grip. Spilling neon-green fluid and shards of wet glass all over the table.

…

Kevin didn't understand why he was so upset by what he'd heard. Gwendolyn was not his woman and it was no business of his what happened to her in the past. They were enemies back then. Heck! They were still enemies now! Just because they slept together once -_once!_\- did not mean anything. He was spoiling an otherwise perfectly fantastic day by allowing himself to be bothered by this.

And the day really had been perfect.

Last night he got to pay Morgg back for the time and abuse he suffered in the mines of Incarceration. Eleven strokes. One for every scar Kevin still carried that hadn't faded with time and would probably never heal completely. Each hiss of pain, each cry and whimper that Morgg made as the lash connected with his naked back was like a sweet song. Music to his ears.

But Kevin wasn't the only one that had been exploited and hurt by the corrupt warden's green, and so in a rare moment selflessness, he had stepped back. Forced himself to be satisfied with the pain he caused and allowed the others to take their own satisfaction. He did enjoy watching. People came up with the most creative way of harming someone when they really hated said person. It was as fascinating as it was satisfying. He didn't have to let the others have Morgg, and they knew it. Kevin 11,000 didn't have to do anything he didn't want to do.

When the others were done, and Morgg was dead, they presented the body back to Kevin for whatever it was he planned to do with the corps. They probably imagined all manner of sick perversions. His reputation did paint him as being slightly mentally unhinged -a rather unfair assessment in Kevin's personal opinion, but there was no fixing that. They all seemed a little disappointed when all Kevin did was absorb some metal and morph his hand into a knife to carve '11-K' into the body's still warm flesh. Then he changed back into his mutant form and flew off to dump the body in front of the main Plumbers Headquarters.

Body dump in a public place. A message to everyone -'_This is what happens when you cross Kevin 11,000._'

All and all, he had a good night, a good morning, and a good day. Why was he allowing it all to be ruined by the news of something that happened to Gwendolyn who knows how many years ago? Why did he care!?

Then it hit him.

As he was parking his car back in the cargo hold of his ship and getting ready for the return trip home. Kevin realized -Michael was Gwendolyn's Morgg.

A person from her past that had wronged her in a way that left permanent scars that she could never forgive. He finally got revenge on his Morgg, but Gwendolyn might never have gotten hers. No. Knowing how selfless, forgiving, and _good_ she was, Kevin _knew_ she didn't get her revenge, because Gwendolyn was not the type to seek it. But revenge was exactly what something like that deserved, no, _needed_.

That was how he could pay her back.

Kevin promised himself that -if anything ever came from Gwendolyn's investigation- that he would pay her back. Kevin E. Levin payed his debts. Kevin 11,000 did not owe people. Gwendolyn delivered his former tormentor to him so that he could have satisfaction, so he would do the same for her. He would find this mysterious 'Michael' -whoever and wherever he was- and he would deliver him to Gwendolyn so that she could claim whatever satisfaction she needed.

That would make them even.

...


	11. Casual Encounters

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Eleven: Casual Encounters

A traumatic and unfortunate as what happened in Incarceration was, one good thing did come from it. Well, one more good thing in addition to take down a corrupt and exploitive officer and putting an end to one of the galaxy's medium-large drug suppliers. Gwendolyn now knew exactly what kind of magical prison to trap Kevin in.

She spent several hours trapped in her own memories. Reliving her past mistakes as if they were still fresh and new. It was the worst kind of living hell. The perfect punishment for a person who lived their life constantly and consistently sewing fear, anxiety, and pain for others. The perfect prison for Kevin. A prison he couldn't break out of any more than he could break his own mind.

But unlike what happened to Gwendolyn, his would not be drug-induced and temporary, over the moment the drug left his system. No. Kevin's memory prison would be magical. A labyrinthine maze constructed from his own past experiences. Every terrible thing that ever happened to him that made him the monster he was today. A prison and a punishment.

All she would need was an object to trap him inside. It didn't actually _need_ to be anything that could actually _hold_ something (like a bottle or a box). It just needed to be a physical object with a lock or clasp, something used to close and _secure_. That should be easy to find. The difficult part of the trap curse would be actually constructing the prison. Collecting Kevin's memories in order to trap him inside them.

Memories weren't like money, or diamonds, or art. You couldn't just pick them up and hold them. They were transient, ephemeral, and ethereal. They didn't actually exist. Not in a form outside of a person's head. If someone wanted to steal or copy a memory, they had to either get into the person's head via telepathy, or else through empathetic transfer via a magical talisman or charm. Gwendolyn wasn't a telepath, so that left her with empathetic transfer using a charm.

That meant she was going to have to keep seeing Kevin.

Just… maybe not soon. Gwendolyn didn't really feel much like seeing men right now. It was still to soon after her episode. The feelings were just a bit to raw, like the wounds had been freshly ripped open. It happened over two decades ago by now. What happened between her and Michael. She had been young, naive, and stupid. She believed in shit like love at first sight, soul mates, and happily ever after. Those illusions were torn down pretty quickly after what he did.

Gwendolyn was older now. More experience. More mature. More jaded. Cautious with her affection. She knew now that love did not exist and that affection and passion were ultimately fleeting. That was why she never dated one man exclusively. That was why she always ended relationships the moment the guy started to get to close. She couldn't risk letting someone in again. She did not want a repeat of Michael. She would never fall in love. She would never be married. She would never have a child. Gwendolyn was determined to never have anything that would tie her down to a man again.

Never again.

That was why she needed a break from her manfriends.

So, after she got home, hugged the boys, and reassured Ben and Grandpa that she was indeed as fine as she claimed, and they had nothing to worry about. She pulled Devlin to the side to put him at ease about their deal with Kevin -she had found the answer to their problem. Once all that was done, she locked herself in her library and opened a portal to see an old friend.

Ledgerdomain was an ever changing landscape, as fluid and transient as the mana that created it -or that it created, there was still some debate over that. With a sky undulating with shades of violet, lavender, and indigo. Asteroids and land bridges in shades of dark blue hovered or criss-crossed in the space between sky and mana flow. It was both beautiful and frightening -much like the woman who ruled here.

With an ever changing landscape, the way to the castle was never the same path twice. So Gwendolyn cast a tracking spell to lead her to her friend.

"Is that little Gwenny Tennyson I see?" A female voice called with mocking humor from atop the ramparts when Gwendolyn arrived at the castle.

"Hi, Charmcaster." She called up to the speaker. "Its been a while. Can I come in?"

A coy smile spread across Charmcaster's black-painted lips. They hadn't always been friends. In fact, when they were children, they had been bitter rivals -enemies. That rivalry continued well into their teens. But that all changed after Gwendolyn's break-up with Michael. Charmcaster had ended up being his rebound girl. She wasn't with him very long. Charmcaster went with Michael thinking that 'stealing' her man would hurt her. It didn't take her long to figure out that it was the other way around. Michael didn't leave Gwen, Gwen left him and snatching him up wasn't hurting anyone but Charmcaster herself. In fact, if it wasn't for Gwendolyn's interference, Charmcaster never would have been able to break away from Michael either. After that fiasco, they put their rivalry aside and became awkward and a little uncomfortable friends.

"I suppose." The older woman shrugged and the castle gate opened -seemingly of its own accord- to allow Gwendolyn entry.

They met halfway between the gate and the upper chambers and hugged. "Gwen! Its really been to long! What brings you here all of a sudden?"

Charmcaster lead her through the corridors and up the stairs to her own private chambers. They sat on luxurious over-stuffed couches in Charmcaster's sitting room while a stone creature brought the them a fruit plate and some wine as refreshments.

"Actually, Charmcaster," Gwendolyn began as the other woman pored them each a glass of wine. "I came here because I need you. I just can't be around men right now and I think you're the only other person who can understand that."

Shaking her head, Charmcaster swirled her fine glass before taking a sip. "Honestly, I don't see how you can stand to be around men at all. Riding dick just isn't worth it."

Sometimes, Gwendolyn wondered if Michael had also been Charmcaster's first experience being with a man. If he was, then that would make him her _only_ experience with a man and that would explain her vehement bias against anything with a cock and balls. Michael was a terrible man, but Gwendolyn knew that not all men were like him. Charmcaster on the other hand assumed that Michael was the norm for the male sex and closed herself off to them forever.

"I do agree that a woman can't always be completely at ease around them." Gwendolyn decided to compromise.

"Never, actually." Charmcaster countered. "But what brought this on all of a sudden? As I recall, you enjoy dick so much you keep your own little harem. What happened that you suddenly can't stand to be around men anymore?" Then after a pause… "Was it Michael again?"

Taking her own wine glass, Gwendolyn drained the whole thing a pored herself another before answering. "Not exactly, no. I just… I was on a mission and something happened to me that reminded me of- everything, and I just… don't feel like being around cocks at the moment."

"We should have killed him when we had the chance." Charmcaster lamented.

Gwendolyn shook her head. "That wouldn't have changed anything. We should just let it go and move on. He's not in our lives anymore, so there's no point in letting him bother us."

The other woman snorted. "Right. You've moved on. That's why every time something happens that reminds you of him, you show up at my door looking to cry together like weak little damsels. Face it, Gwenny, you haven't moved on and you won't move on until you get some closure. You need to kill the bastard -or at least castrate him or something. You need revenge. That's the only thing that will make you feel better."

Setting her glass down, Gwendolyn moved from her couch to the seat right next to Charmcaster. Taking the other woman's wine glass out of her hand, she set it down on the coffee table. "I don't wanna talk about tMichael anymore." She whispered in the older woman's ear.

And Gwendolyn pressed her lips to Charmcaster's neck.

"You're such a nympho, Gwen…" She muttered.

But Charmcaster made no move to stop her. Not even when the other woman's hand began drifting up the inside of her leg. Or when she rubbed her fingers against her black tights, right over the cleft between her thighs. Or when Gwendolyn's other hand began fiddling with the brooch that clasped her tunic shut. Or when she moved her kissed down from the neck to Charmcaster's collar bone, then her breasts.

"Hope…" Gwendolyn muttered against her suddenly peaked and stiff nipple.

Charmcaster sat panting on the couch. One hand reached up to pull Gwendolyn's hair free of its pony tail. It fell around her face in waves of crimson and copper, giving Gwendolyn a feral, wild look that Charmcaster had always found intoxicating. In many ways, Gwendolyn was like a wild cat. Beautiful, sleek, graceful. But also dangerous, predatory, and fierce. She could have for for a night, or even several nights, but she could never possess her. Like a wild cat, Gwendolyn had to be free. But, just for one night, Charmcaster could make her hers.

"Lets move this to the bedroom."

They stood from the couch and padded to the bed.

Charmcaster's bed was large and round, with draperies hanging around it. It was plush, sensual, and soft. Gwendolyn pushed her down on the velour bedspread and reached her hands up under Charmcaster's skirt to pull her tights down. She took one of the older woman's shapely feet in her hands and began massaging it. Thumbs rolling circles under the ball of the foot, fingers spreading the toes to loosen them up and get the blood flowing. Charmcaster moaned at the touch.

Gwendolyn smiled and ran her knuckles up and down the arch of her foot. This was one of the things that was always missing from her encounters with any of her manfriends. Men always went straight for the sweet spot. Spreading the legs and poking and prodding at her slit with their fingers or tongue, as if that was the only erogenous zone on a female body. Pff. They knew nothing. When done right, any type of touch could be sensual. She let go of the first foot and moved her attentions to the other.

"You're so good with your hands…" Charmcaster moaned. She sat up. "Come here."

Not one to pass up an invitation, Gwendolyn released her feet and climbed up onto the bed to join her friend -making sure to take her shoes off before she did so. Charmcaster hated shoes on the bed. Gwendolyn turned around so that her back was to the other woman and Charmcaster lifted her shirt up and over hear head.

"Oh, no front-snap this time?" She asked upon seeing the normal back hooks of Gwendolyn's bra.

"Psh. Those are only for when I'm gonna be with a man. You know they're complexity helpless when it comes to anything but."

"I don't understand why." Charmcaster remarked as she easily unhooked Gwendolyn's bra and slipped it off her shoulders as well. "It's not rocket science."

"Some of the men I've slept with would find rocket science easier." Gwendolyn replied thinking of Cooper -and maybe even Kevin too.

"I don't understand why you waste your time with them." Charmcaster began massaging the other woman's shoulders. Putting pressure on the scapula and easing out all the tight spots. "Wow, you're so tense!"

"It comes with the job." Gwendolyn shrugged nonchalantly. But in actuality, it wasn't so much her work as a Plumber that made her tense, it was her recent experience at the Incarceration prison and the drug-induced vision trip she'd been forced on during her 'inspection' there.

"You're really tight. Lay down. I need to put some weight behind this."

Gwendolyn did as she was told, laying flat on her belly across the bed. The velour felt soft and fuzzy against her cheek. Like the brush of a short-haired cat. It was its own kind of soothing. Charmcaster straddled Gwendolyn's body, resting most of her weight on the younger woman's ass and began rubbing long strokes up and down the length of her exposed back. From the tops of her shoulders down to the small of her back where the waistband of her combat pants cut off access to her skin.

Sighing with contentment, Gwendolyn felt the tightness and tension melt out of her body with each pass of Charmcaster's hands. Sometimes just being touched by another in a soothing way with no other demands or expectations was the best kind of relief. Better even than orgasms from the most furious double-penetration sex. "Mmm. You're pretty good with your hands, too, ya know."

"I know. Take your pants off. Let me get at your legs."

Gwendolyn rolled over and smiled. "Only if you take the rest of your dress off."

Both women disrobed at the same time, and then they were both naked on the bed together. Charmcaster ran her hands down Gwendolyn's hips, her thighs, her knees, her calves. She noted the faded tan lines, she hadn't gotten much sun since the last time they saw each other. There were her scars too. Some looked innocent and mundane, like bad shaving cuts. Others were more severe. Obvious lacerations or gashes. Her work as a Plumber had either gotten progressively more dangerous over the years, or else Gwendolyn had been taking more risks. They might have been more scarred, but they were still muscular and shapely.

Still on her back, Gwendolyn reached up to stroke Charmcaster's hair. She always thought it was so pretty, even back when they were enemies. Always so long and shiny. Like spun silver or waves of threaded moonlight. Charmcaster was beautiful. Twirling a lock between her fingers, Gwendolyn brought it to her lips and kissed the silver strands.

"Ya know, for someone who claims to be determined never to fall in love, you sure do do a lot of random romantic gestures." Charmcaster observed.

Gwendolyn shook her head. "People don't love people. People love the idea of people loving them."

With a sigh of sudden exasperation, Charmcaster rolled off of Gwendolyn and stretched out next to her. "Well, that's not exactly untrue." She admitted. "But I don't believe that's true in all cases. I still maintain that 'true love' can exist. If for no other reason than to break unbreakable curses."

"Is that a joke."

"Partly." She was only half kidding.

It was very rare for 'true love' to be the element that broke unbreakable curses. More often than not they were 'an act of true selflessness', or 'words of raw truth from the heart', or 'a virgin's first kiss'. All of which could be _interpreted_ as 'true love'. But Charmcaster did still believe that love did exist.

Something that was halfway between passion and desire, the kind that drove a person mad with the _need_ to possess another person; and complete and total altruistic selflessness, of putting the needs of another person so above your own that you would even risk self-harm to help, protect, or even just make them happy. Somewhere between those two extremes was where Charmcaster believed 'true love' resided. But finding the balance was hard and some people went their whole lives never learning how to work the scales.

"Well, I don't want to talk about love right now."

Gwendolyn rolled over and ran a hand down the length of Charmcaster's body. She bent her head down and once again kissed her neck, her collar bone, her breasts… slowly working her way down her ribs and belly, to the juncture of her thighs to the perfectly shaped and well maintained landing strip of sliver hair above her cleft. Gwendolyn licked slow, long, languishing, lea surly strokes up her slit. Gentle, patient, un-hurried.

That was one thing men always seemed to get wrong about cunnilingus. Even Kevin who -despite being an evil bastard- had given the best cunnilingus Gwendolyn had ever received from a man before. They always dove at it. Whether they treated it like a chore as most men did, or like a meal like Kevin did, they always made quick strokes. Furious, sometimes. Almost immediately delving between the lips of the labia. Like diving in head first was the only way to please a woman.

But really it was the exact opposite. The trick was to start slow. Leisurely. Almost lazily. Then slowly work your way up in both speed and intensity. Listening to your partners sounds and feeling the way their body moved to know when to go faster, push harder, or when to keep the pace and wait. Even without words, a body did an awful lot of talking.

Charmcaster sighed at the sensation. Her whole body going soft, every muscle relaxing at the sensation of Gwendolyn's ministrations.

She delved her tongue deeper inside the older woman's body. Pressing her tongue between her lips and licking up the inside. Still keeping her strokes just as slow and languished. Above her Charmcaster moaned at the deepened sensation, tangling her finger's in Gwendolyn's hair, her black painted nails raking her scalp. The feeling of nails against skin sent tingled down Gwendolyn's back.

Spurred on by her partner's moans, Gwendolyn increased the speed of her strokes. Licking faster with each pass. From down to up. Faster, and faster, and faster… Until Charmcaster was writhing and whimpering with pleasure. Then Gwendolyn stopped. Just stopped. A sudden and abrupt halt to her licks that left the other woman desperate for more. She groaned in disappointment from the loss of sensation. Sitting back up on her knees, Charmcaster glared at Gwendolyn. Not that this was anything new. It was one of Gwendolyn's standard moves in bed. Bring her partner to the cusp of a climax but not letting them tip over the edge. To postpone the moment of release. She held the orgasm hostage until her partner gave her what she wanted.

Luckily, Charmcaster knew exactly what Gwendolyn wanted. They had known each other long enough to know what each other liked.

Charmcaster muttered a short spell and several mana-constructs materialized around Gwendolyn. Five pink, glowing, and mildly transparent tentacles. They slithered around Gwendolyn's body, wrapping themselves around her arms, holding her still, around her legs, spreading them for access, while the fifth stroked the wetness that pooled between her legs.

"You're terrible, Gwen." Charmcaster shook her head. "Even when you're with me, _still_ all you want it dick."

"Can't help it." Gwendolyn groaned, trying to move her hips, desperate to feel that fifth tentacle inside her. But the two wrapped around her legs held her firm so that all she succeeded in doing was spread her thick, heady wetness over the magical construct. "I love cock. Lots of cock."

Charmcaster smiled a coy smile. "And here I thought you didn't believe in love."

All Gwendolyn did in response was whimper in desperation. She desperately wanted to be filled. To feel full of thick, strong, hard tentacles. Suddenly, and inexplicably, an image of Kevin appeared in her mind. His handsome human face, framed in sex-tossed dark hair, but with the tentacles from his mutant form coiling around her her lithe body. It was a real shame he was so self-conscious of his mutant alien form. Gwendolyn was sure sex with him would be incredible!

Charmcaster pressed her body against Gwendolyn's. Rubbing their breasts together, sliding her thighs against her restrained partner's. The mana-constructs holding her firm, the fifth tentacle continuing to stroke, and stroke, and stoke Gwendolyn's wet slit. Just as slowly and languishingly as she had done to Charmcaster. It made her whimper and sigh, desperate to feel more. Desperate to _have_ more.

Gauging Gwendolyn's pace by her sighs and whimpers, Charmcaster allowed the mana-tentacle to pick up the pace. Stroking the outside of Gwendolyn's slit faster, and faster. But just the outside. She wouldn't allow it to penetrate the younger woman. Not yet. Gwendolyn's favorite was penetration -multiple penetration, actually- but Charmcaster wouldn't let her have it. Not until she had her fun with her former rival's body. And Gwendolyn did have an exquisite body. Scars and all. She was muscular and athletic, but still lean and shapely. Round breasts, a flat belly, wide hips, and a tight round ass.

Charmcaster grabbed her ass as she pressed their bodies together. Enjoying how smooth the skin was under her hand and how firm the muscle was under the skin. She raked her nails up Gwendolyn's back, from ass to shoulder and smiled at the hiss of pained pleasure it elicited from the other woman. She moved one hand from her ass to her breast. Cupping it and squeezing. She pinched the already very hard nipple before lowering her head to take it in her lips and suck gently.

Gwendolyn let out a gasping moan and Charmcaster allowed the magical tentacle construct to slip inside her slightly -but only slightly.

"Do any of your men make you feel like this?" Charmcaster muttered against her breast.

The answer no was almost on her lips but Gwendolyn stopped herself half a second before it could be gasped out. It was true that none of her regular manfriends ever made her feel the way Charmcaster did. They were always either to impatient and rushed to the main event, or else subscribed to fetishes or kincks that -which Gwendolyn was willing to participate in- just didn't really do it for her. But then there was Kevin. Her one night stand. He hadn't rushed to shove his cock in her. Instead he'd taken his mother fucking time eating her out like it was his favorite damn meal. Even when he did finally get around to entering her, he didn't just start pounding away like it was the only thing he knew how to do with his dick. No. She had to command him to move those powerful hips of him.

Before Kevin, no one made her feel like Charmcaster did. No one else took their time. Drove her desire to a peak before penetration even stated. Made her so hot and desperate for a release that she was almost willing to beg.

"Well?" Charmcaster pressed, moving her attention to the other breast. "Have any of your men been able to do this to you?"

But then again, Kevin wasn't one of her men. He was his own man. A single, isolated, stand alone, event. Something that was not likely to occur again. Kevin was not one of her manfriends.

"No." Gwendolyn gasped. "No, none of my men make me feel the way you do."

That was exactly what Charmcaster wanted to hear. She smiled, something halfway between triumph and satisfaction and allowed the mana-tentacle to slide all the way into Gwendolyn. As deep as it would go. All the way to her core. Filling her up with bright pink, slightly transparent power. Gwendolyn groaned at the sensation. There was no better feeling than being filled so completely. The only thing that might have improved the pleasure would have been if the tentacle was a real one -a physical one- made of flesh and not magic. For a third time, Kevin came to mind.

In an effort to purge Kevin from her mind, Gwendolyn focussed on the woman pressed up against her. On Charmcaster's mouth on her breats, on her hand still on her ass, on their legs intertwined. Her smooth skin and silver hair. She wanted to touch her. But the other four mana-tentacles still held her restrained. Gwendolyn couldn't move her hands or arms. So she uttered spells of her own, intertwining her magic with her partners, augmenting and adding to the tentacle that was thrusting up between her legs, and causing another end to sprout out from it.

Maneuvering her hips as best as she could with her body still restrained, Gwendolyn slid the new magic phallus between Charmcaster's thighs. The other woman was accommodating enough to help guide it inside and then they were both full. Thrusting their hips together, pushing each other to their respective climaxes. Charmcaster flicked a finger and one of the tentacles restraining Gwendolyn's legs uncoiled itself and slithered up the other tentacle to also work its way inside.

"Oh, fucking _yes!_" Gwendolyn screamed at the sensation of two thick tentacles inside her. Stuffed so full. Being stretched by raw power.

Gwendolyn moaned and screamed as her body shuddered with pleasure. Waves of wetness trickling down her legs. She bead her hips furiously, trying to drive the tentacles deeper even though they were already deep enough to hit the entrance to her cervix. Each rough thrust of her hips shoving the other one deeper and harder into Charmcaster. Pushing the other woman to a gasping, moaning climax of her own.

They came together. Both keening and moaning as their mutual orgasms ripped and shuddered through their bodies.

They laid on the bed, panting for breath. The spells that created their tentacle constructs evaporating into the air. Neither one of them had the energy or the concentration to plantain them.

"I love it when you come to visit." Charmcaster gasped.

"And to think I actually just came here to ask you about an imprisonment curse." Gwendolyn muttered.

…

Personal quests to repay debts to women that may or may not actually accept payment were great and all. But Kevin didn't exactly have a lot to go on -just a name and not even a last name- not much to work with there, and he also had a business to run. One of those things he could do easily. The other… had to be put on the back burner for a while. He would track down the mysterious 'Michael' from Gwendolyn's past, but not at the expense of his business.

Darkstar had been one of the Lock's best customers for many years now. He had very eclectic tastes but the one consistent factor in all of the items he purchased was that they were all said to possess some strong mystical or magical power. Talismans and tablets, charms and amulets, spell books and grimoires, cursed rings and monkey's paws. Darkstar purchased it all and he always payed in full upon delivery. That was the main thing Kevin liked about him. Anybody who payed his bill, in full, and didn't have to be tracked down to get the money they owed was a good guy in Kevin's book.

And he also happened to be one of Kevin's oldest customers. From before the Lock had made it big.

For that reason, Kevin liked to make deliveries in person instead of sending another one of his ships or captains to do it.

One of Darkstar's assistants met him in the landing bay. Kevin used the word 'assistant' because that was what Darkstar called them. But honestly, the way they behaved around him and the way he behaved towards them, they seemed more like servants or even slaves. All female, young and pretty. From multiple races and mixed races from across the galaxy. The one that met Kevin in the landing bay was from mingled Merlinisapien and Dracosian heritage. She offered a pleasant smile that just failed at reaching her eyes.

"The master is waiting for you in the informal drawing room."

With a shrug, Kevin followed her through the corridors of the sprawling terran mansion to a comfortable room on the ground floor with tall windows that looked out on the garden. Darkstar was reclining in an over-stuffed armchair by one of these windows. He already had a glass of wine in his hand and another woman standing dutifully by his side with decanter of more wine if he so desired it. Again, his women seemed more like servants than 'assistants'.

Darkstar stood the moment Kevin entered. "Kevin, how have you been? I heard you're a widower now. Am I supposed to give my congratulations, or condolences?"

It was hard to tell expressions from behind that iron mask of his, but Kevin thought he heard a smile in the other man's voice. Darkstar did always walk away from their deals happy. But then again, so did Kevin. They each got what they wanted whenever they met. Darkstar, some one-of-a-kind, priceless, ancient antiquity imbued with magical powers that revived and revitalized him. And Kevin, with a case full of cold hard cash (or other equally satisfying form of payment such as jewels, precious metals, or even Taydenite). Kevin chose to ignore the other man's question, though. He was not in the habit of discussing his personal life with clients -not even clients as old or a valued as Darkstar.

Darkstar made a small gesture with his hand and a third woman appeared with a second glass for Kevin. This was quickly filled with the same dark red wine Darkstar was drinking and the two men sat down to business.

Kevin opened the case he's brought and turned it to the other man so that Darkstar could see the merchandise clearly.

"The diadem of Rowena Ravenclaw…" Darkstar muttered in awe. He reached a hand out to touch it but Kevin snapped the case shut before his fingers could brush its surface.

"The figure we agreed upon was three million."

"Of course." He made another hand motion and the third woman that had brought Kevin his wine glass disappeared and reappeared carrying a metal case almost identical to the one Kevin had brought the merchandise in. The woman turned the case to face Kevin and opened it for him to examine its contents. "I trust this adds up to the appropriate value."

Kevin schooled his features into a mask of impassivity, while on the inside he was doing a little mental happy-dance at seeing the case full of uncut precious stones and fragments of Taydenite. He tired to appear casual, leaning back in his seat as he said, "I think that's satisfactory."

The woman closed the case and passed it to Kevin while he passed her the diadem. She brought the crown over to Darkstar who removed one of his gray-black gloves and ran a hand over its silvery surface, palm flat. There was a moment's pause, then Darkstar shuddered slightly. He sighed as if satisfied or releaved then reached up to removed his iron mask.

It always made Kevin uncomfortable seeing Darkstar's unmasked face. The man was to fucking handsome to be real and handsome men always made Kevin feel inadequate. He knew he wasn't exactly bad looking himself -at least, not in his human form. But he was dark in coloring and pale in completion -more than one woman in his past did compare his appearance to a vampire. While Darkstar on the other hand was olive skinned, blue eyes, and golden haired. He looked more like a religious saint or an angel than he did a criminal collector of contraband magical artifacts. It was no wonder his entire staff was comprised of young attractive women in their prime. What woman wouldn't want to work for a man who looked like that? While Kevin on the other hand seemed to have trouble getting a woman to just look him in the eyes.

Unbidden, an image of Gwendolyn was called to mind. Of her sitting on his desk, brushing his hair out of his face and cupping his chin in her hands. Meeting his eyes as if they were the only thing in the world. She called him a monster, but not because he wasn't handsome or because his mutant form was revolting. But because he was an evil degenerate man who did evil degenerate things. She, at least, cared more about his personality than his appearance -either of his appearances.

Now that he'd been payed, Kevin stood to leave.

"Stay and drink with me." Darkstar invited. "If you like, I can have one of my assistants keep you company. You like red-heads, right?"

He waved his hand and a fourth woman entered. Young. No older than her mid-twenties maybe. With a pointed chin and high cheekbones. Dark eyes but vibrant red curls that bounced as she walked. She was slender. A little to skinny actually, as if she just wasn't getting enough to eat or else had a constant drain on her body that kept her frail. It was a significant turn off. If the age difference between them wasn't enough to discourage Kevin from what was being offered, her skinny scarecrow body was. He shook his head and stood.

"I appreciate the offer, but I really have to get going. There's someone I gotta find."

…


	12. Third Deadline

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Twelve: Third Deadline

Devlin was in the park, playing with Tennyson's brat. Kevin watched them from across the street. They were under the careful supervision of the old man and he did not want to alert the veteran Plumber to his presence.

Kevin hated watching his son play with the child of his most hated enemy. Acting all chummy, like they were best friends. Or worse, _brothers_. It made Kevin's hackles rise, and his hands ball into fists. His blood boiled. And yet, he left the boys to their devices. He left Devlin where he wanted to be, with the people he wanted to be with. Because… because as much as Kevin hated Ben Tennyson and everything about him including his brat, the Tennysons made Devlin happy. Kevin never saw his son smile the same way he smile when he played with Tennyson's brat.

Not that Kevin had been home much to actually see Devlin smile if it did happen. But given the way Leeta viewed the boy, he was fairly certain the kid was happiest whenever he was home and Kevin certainly never saw him smile like that. Like he didn't have a care in the world. Like life was beautiful and carefree and everything was right in the universe. Back home, the few smiles Devlin would give were small and fleeting. They were expressions of relief at having his father home to shield him from his mother's hatred, or of satisfaction at having someone around who understood what he was.

Sitting on a bus bench across the street, Kevin couldn't help the guilt that squeezed his chest as he watched his son play with Tennyson's spawn. He wished there had been something or someone that could make Devlin smile like that when the kid was still living at home where he belonged.

Unbidden, the image of Gwendolyn fluttered to the forefront of Kevin's mind. Gwendolyn who seemed to care about Devlin unconditionally from the moment she met him. To spite the fact that he wasn't her child, or even the child of a friend or relative. He was the son of her cousin's enemy, yet she cared for him unconditionally just as much as she cared for Tennyson's brat. Devlin's own mother couldn't even bring herself to _look_ at their son, never mind actually care for the boy. Idly, Kevin wondered what it might have been like… how things might have been different if Gwendolyn had been Devlin's mother.

But he squished that thought down quickly. Gwendolyn wasn't his son's mother. She was the cousin of his most hated enemy. They had slept together once -_once!_\- that did not make them lovers. The only reason he was still on Earth was because it would be faster to get Devlin's latest intel from the boy in person instead of waiting for the kid to remember he had a deadline and call him on a terminal. That was all. Yes, this time he wanted information on Gwendolyn, not Ben, and so he had her on the brain. But that was only so he could move forward with finding this mysterious 'Michael' and make himself square with her.

Kevin E. Levin payed his debts. Kevin 11,000 did not owe people. He was going to pay Gwendolyn back for delivering his Morgg to him by delivering her Michael to her. She gave him his revenge. He was going to make sure she got hers. Revenge was good for the soul. And from the sound of the story he'd heard, Gwendolyn's soul could do with some revenge.

Standing from his bus bench, Kevin walked to the end of the block and crossed the street, approaching the part from the other side where there were more trees -which meant more cover. He needed to talk to Devlin but he did not need Max or the other brat seeing him. Kevin found an acceptably large tree with enough leafy branches to hide him. He climbed up and found a semi-comfortable perch.

Closer now, he could hear the children laughing and it occurred to Kevin then that he'd never actually heard his son laugh. Never.

Peering through the leaves, Kevin stared at his son's smiling, laughing face and the guilt that was squeezing Kevin's chest tightened. He wished he had been a better father. He wished he'd gotten rid of Leeta sooner, protected Devlin better, found a more empathetic and loving caretaker for him while he was working. In retrospect, doing even just one of those things might have prevented the boy's betrayal. But it was a waste of time to spent dwelling on could'a-should'a-would'a. Kevin was a terrible father and he left his son with an even worse mother. Neither of them had bothered to find a caretaker for their son and all three of them suffered for it.

The ball the boys were playing with was kicked astray and Kevin held his breath as it rolled to a rest at the foot of his tree.

"I'll get it!" Devlin called, already running in Kevin's direction to retrieve the soccer ball.

Kevin slipped down from his perch, carful to keep the tree between himself and the Tennyson's line of sight. He was one the ground by the time Devlin reached the ball.

"New deadline." Kevin muttered when the boy bent down to pick up the ball.

"Dad!" Devlin gasped. Hissed was more accurate. Keeping his voice at a whisper so that the others couldn't hear him. "What are you doing here?"

"I had a delivery to make. While I was in the area, I decided to pick up your intel in person. I want something very specific this time, Devlin, and its not even about Benji. Its about Gwendolyn."

Devlin's expression turned from startled child to fierce predator. Like a puppy protecting its mother. "Gwendonly's not feeling well right now. Leave her alone!"

"Of course she's not feeling well." Kevin agreed. "Bad men tried to do bad things to her. Worse things than even I would have done. And that's the information I want. There's a man, someone from her past that hurt her. I want him. But I don't know how to find him. All I've got is a name and not even a full name. I need more to go on and you're going to get it for me, Devlin. For Gwendolyn. You can do that right?"

It was clear from the boy's expression that he did like the idea of finding the man who hurt Gwendolyn and sending him walking helpless into his father's evil clutches. But there was suspicion there to and the suspicion won out. "Why do you want someone who hurt Gwendolyn?"

"Its a complicated adult thing." Kevin avoided the question.

"I understand more adult things than people give me credit for." Devlin reminded him. "You made sure of that. I understand fear and respect, and sending messages, and making sure people know their place. And I know about profit and loss, and equal exchange, and favors and debts. So what's this?"

"Favors and debts." Kevin decided. "Gwendolyn did a favor for me by exposing Morgg and I'm indebted to her."

"And finding this guy will make you even with her?"

"It will."

"Alright, what's his name?"

"Michael. That's all I've got." Kevin informed him. He did not feel the need to tell Devlin what Michael did to Gwendolyn exactly. His son was still a child and didn't need to know all the dark and gritty details. He exposed his son to a lot of shit that most would consider inappropriate for children to know, but some things were worse than others.

Devlin dropped the soccer ball. "Gwendolyn's boyfriend?"

"You know him?" Kevin's hackles rose again. Devlin knew him! He was still around? The Tennysons allowed the kids to be exposed to such a vile and despicable monster yet he, Kevin, was to evil to be allowed to remain on Earth, had to be banished to the Null Void and have his son taken from him! What bullshit hypocrisy was that!? Kevin was gonna _kill_ Ben!

"Just heard about him." Devlin shook his head, and Kevin could not have been more relived. "He was long gone before I came along. Apparently he was Gwendolyn's first boyfriend. But he was manipulative and abusive and fed off her. Like we absorb stuff, but worse."

"What's his name? His full name. I can't do anything with just 'Michael'. Its the most common name in the Sol System."

"I donno." Devlin admitted. No one ever bothered to tell him.

"Find out." Kevin ordered. "That's the information I want this deadline. Michael's full name. When you get it, meet me on the rooftop where we made our dealing the first place. I'll be waiting until sun-up tomorrow. You have until then."

"And if I can't?" Devlin asked, concerned.

"Then Gwendolyn becomes a guest of the Lock again." Kevin said as if this should have been obvious. "Now go back to your fake family. If it takes you much longer to return with the ball they'll come looking."

Kevin walked away first. He did not turn to watch his son run back to his adopted family. It hurt to see Devlin having a better time with them than he ever had with Kevin. He always knew he was a terrible father. He didn't need to have it rubbed in his face just how terrible he really was.

…

Gwendolyn emerged from Ledgerdomain feeling refreshed and relaxed. Better than she had in a long time, actually. It was amazing what a couple days without any male contact could do for a person. What's more, Charmcaster allowed her the use of the castle library for research on prisons build from memories. Gwendolyn wa confident now that she knew exactly what to do and how to construct a magical jail that Kevin could never escape from.

The only drawback was that in order to collect the memories she wanted to build the prison out of, she would have to continue to see Kevin. She could start with her own memories of him and maybe a few of Devlin's as well. But prior to remeeting Kevin a couple months ago, Gwendolyn hadn't seen him in years and Devlin wold have no memories of his father before he was born. There was almost a two decade long gap in Kevin's life she was sure was full of memories that would be important to have in her prison. To get them, she would have to continue to see him.

But that didn't sound like such a bad thing now that Gwendolyn was felling better.

Kevin was a very attractive man and, to spite the fact that he wasn't willing to use his tentacles, he was rather good in bed. And didn't men share all sorts of things with their partners right after coitus -assuming they stayed awake long enough. Goodness knew plenty of Gwendolyn's partners had shared things with her they never told anyone else. If she cold get Kevin to share some of his memories, he would help build his own prison.

Gwendolyn closed the portal to Ledgerdomain and stepped out of her library.

Devlin was waiting for her outside.

Leaning against the wall, sitting on the floor. Fast asleep. He was still wearing his soccer cleats. He must have just come back from playing with Kenny at the park. Gwendolyn knelt next to him and brushed a strand of hair out of his face. He looked so much like his father. When he was asleep, whith his eyes closed so that you couldn't see the midnight blue, Devlin looked just like a younger Kevin. He was going to be a real heart-throb when he grew up.

Idly, Gwendolyn found herself wondering what her child might have looked like had it lived. Would it have been blond or redhead? Boy or girl? Would it have had Michael's strange leech powers, or her magic? Both? Neither?

It didn't matter. She didn't have a child. It was years gone. Killed in the womb before it ever had a chance at life. But that was probably for the best anyway. She would have wanted to be tied to a monster like Michael for the rest of her life. Even if it had lived and she had discovered Michael's villainy another way, she would still always be tied to him. Tied together and eternally bound through their child. As sad as it still made her, she was glad she was childless and unbound. Children were more of a curse than they were a blessing.

Sighing to herself, Gwendolyn picked Devlin up and carried him to the boy's bedroom.

It was as she was removing his shoes that the boy woke up.

Jerking awake with a start. He blinked in momentary disorientation before his eyes focused on her and he broke out into an relived smile. "You're home!"

He launched himself at her, wrapping his arms around her in a fierce and possessive hug.

"Hey, kiddo. Was it that terrible without me?" She asked jokingly. But for some reason Devlin looked hurt.

"My dad used to ask that sometimes when he would come home." Devlin informed her.

He sat back down on the bed and took his own cleats off. But unlike Kenny who would have just left them on the floor, Devlin got back up, walked over to the closet and put them away. "It was terrible without him. My mother… she didn't like me. I don't know what I did to her, it seems like she always hated me. She would lock me in my room and ignore me. She used to tell me that I was a horrible mistake and that I was just as much of a monster as my dad. That even my dad hated me too, I was a 'Devil-child', that's why he named me 'Devlin'."

He paused in his narrative, his shoulders shaking. After a moment or two and a deep breath, Devlin withdrew a normal pair of boots out of the closet and began lacing them up.

"But then Dad would come home and he'd let me out of my room and take me out to eat. He'd help me practice with my powers, better understand how to control them and use them. Maybe he'd even take me to work with him and let me watch while he met with clients or disciplined people to crossed him. Sometimes he taught me something interesting. He made me feel like a person. Not a monster, a Devil-child, or a curse. Sometimes I even believed that he loved me. But then he would leave again. Leave me with her."

Gwendolyn didn't know what to say. From what she had gleaned of Devlin's situation and home life before Ben, that was what she already imagined. But this was the first time Devlin had actually talked about it. He'd never opened up like this before and Gwendolyn didn't want to risk scaring him back into silence.

"Will you tell me about Michael?" He asked.

"What?" Gwendolyn blinked at him.

Devlin finished lacing up his boots and stood. "I told you about my mother. Will you tell me about Michael? That's how trade works."

Gosh! He was just like his father!

Gwendolyn shook her head. "I don't talk about Michael. Especially not with children."

"But you told me about him before!" Devlin insisted. "Can you at least tell me his name? Michael is like the most common name in the entire Sol System."

That made Gwendolyn raise an eyebrow. "Why?" She asked slowly, almost cautiously. "Are you planning to go after him or something?"

"No, not me." Devlin assured her.

"Kevin?" She asked, disbelieving.

The boy nodded. "He said its to pay you back. For exposing Morgg for him. He wants to pay you back so that he'll be even with you. My dad doesn't like owing people. He either pays his debts or kills the people he owes. Since you're his leverage to keep me cooperative, he can't kill you. So he's gotta pay you back. You got Morgg for him, so he's gonna get Michael for you. But he doesn't know how to find him. So, what's his name? Michael what? Michael Myers? Michael Bay? Michael Morbious? What?"

Still Gwendolyn didn't answer. "Tonights your next deadline, isn't it."

"He told me to meet him on the roof where we first made the deal." Devlin explained. "This time he doesn't want information on Ben. He wants to know about you and Michael. He wants to find him for you. So you can have your revenge."

She shook her head. "I'll handle Kevin. I told you I'd take care of your dealings from now on. I want you to stay away from him. I'll meet Kevin on the roof tonight."

"But you just got back!"

"And now its time for me to go back to work." She told him. "Take your shoes back off. Go to the living room and play video games with Kenny. Enjoy your weekend. I'll take care of Kevin."

…

Kevin stood on the rooftop. Waiting. Staring off in the direction of the Plumbers Headquarters, where Devlin should be coming from. It was nearly midnight now and the kid still had not shown up. Kevin said he would wait until sun-up, but he was beginning to lose his patience. He did not like to be kept waiting.

He turned from the building to look out over the city lights. Belwood was a beautiful town. Saturn Colony had its beauty too. But it was a different kind of beauty, something a person could only see if they lived there, while Bellwood have a kind of urban elegance between the steel buildings and city lights that made it look like a work of art. Kevin leaned against the rooftop raining and sighed. He would have liked to live here. If things had been different. If Tennyson wasn't a problem… If there was no reason to stay away… If there was a reason to stay… Maybe Kevin could have made a nice home here. Raised his son in a more conventional community.

Something landed on the roof behind him.

"You're late." Kevin said, not looking over his shoulder.

"You told Devlin he had until sun-up."

Kevin wheeled around, started at the sound of Gwendolyn's voice. He was expecting his son to show up with either the information he wanted or an excuse and some groveling. He did not expect the boy to send Gwendolyn herself to answer his questions. "What are you doing here?"

"I'm handling Devlin's deadlines from now on." She told him. "He told me what you want to know and I'm here to tell you that its none of your mother fucking business."

Shaking his head Kevin ran a frustrated hand through his hair. "That kid sucks majorly at being a spy."

"He's eleven." She reminded him. "You ask to much."

"You coddle him." Kevin shot back.

"Well, someone should!" Gwendolyn threw her arms up in frustration. "I mean, my god, Kevin! His own mother hated him, called him a 'Devlin-child', and kept him locked up all the time! What the fuck! I get that you weren't home much, but did you never even _try_ to help him? Get your wife counciling? Or hire someone to take care of Devlin while you were away? Jesus Christ. After hearing what he told me just tonight, I'm amazed he's even alive! Kids need attention. Or else they go crazy."

"Look, I know I'm a terrible father, okay! You don't have to rub it in." He snarled. "Devlin's life with me sucked! I never wanted to have a kid. I never meant to have a kid. I never thought I would have a kid. But I did. And with the worst possible partner, too. Kwarrel warned me no to mess around with her but I was younger then, and stupider and I thought I knew everything. Now I'm forty-three and still stupid. I'm messing around with another woman I know I shouldn't but, ya know what? I don't care! I wanna keep messing around with you."

Kevin crossed the space between them and gripped Gwendolyn by the arms. He looked her directly in the eyes when he said, "I never wanted a kid. But I have one and now I can't imagine a world without him. Even if I'm not the one raising him. Devlin is the best thing I ever did with my life. Quince and Trukk told me what this Michael did to you and I think its despicable. As degenerate and vile as I am, they guy is worse."

Gwendolyn avoided his eyes. She just couldn't take that ernest stare right now. Those deep brown eyes, a brown so dark they might as well be black. So full of depth, and passion, and feelings she couldn't identify -she was sure he wasn't even aware he was displaying. Gwendolyn just couldn't see that. Not in Kevin. Kevin was the last person she expected -wanted- to see that look in. Like he was an actual person. Like he had actual feelings. Like he actually cared about things. She pulled away from him. "This isn't about you, Kevin. Michael is my skeleton in the closet, not yours. You have no claim to hate him."

"Fine." Now it was Kevin's turn to throw his arms up in exasperation. "You're right. Michael never crossed me, I have no cause to want revenge. But he crossed you, and as you reminded me right before you hopped on my cock, you're raising my son. That places you under my protection. So while Michael may not have crossed me, he has crossed _mine_. I can't let that slide."

"I'm not a member of your Lock."

"Nuance."

A tense silence stretched between them. The only sound the wind racing over the roof top. It rustled Gwendolyn's ponytail and blew Kevin's long dark hair into ebony waves.

Finally, Gwendolyn whispered, "I didn't expose Morgg because I wanted anything from you."

"I know." Kevin nodded. "That just makes me wanna do this for you even more. You need your revenge, Gwendolyn. Revenge is good for the soul."

Hadn't Charmcaster said something similar. She needed closure. Kill him or castrate him. Either one. Just hurt him. Hurt him as much as he hurt her. Equal trade. Then, and only then, might she be able to truly put the whole thing behind her and move on with her life. If she got some revenge… "Morningstar. Michael's family name is Morningstar. But I don't think he goes by that anymore."

"Its a good enough place to start." Kevin nodded. He closed his eyes for a moment, augmenting his bio field to allow one ankle trait to manifest. Stinkfly's wings. He walked to the edge of the roof, but before he jumped off, he turned back to her. "And Gwendolyn, I'd very much like to sleep with you again. If you'll have me."

Then he was gone. Flying off in the direction of the space port.

"I still want your tentacles!" She called after him. But there was no way to tell if he'd heard her or not.

...


	13. Plans

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Thirteen: Plans

It was cute. When Kevin returned to Saturn Colony, he found a message waiting for him in his office. From Devlin.

"When you find the guy, I wanna go with you to take him down."

That was it, just one line. Kevin didn't know what the kid could actually do against a guy who had brought a sorceress like Gwendolyn down low. In fact, Kevin wondered if _Devlin_ himself even knew what he could do. But the fact that he wanted to try was adorable. …And very telling of just how close the kid had grown to Gwendolyn. He was aggressively protective of her.

And noticing that in Devlin made him realize something about himself. Kevin was also aggressively protective of Gwendolyn!

He couldn't imagine why. They had been enemies almost their whole lives. By any rational assessment he should hate her just as much as he hated her cousin. But then he would remember her gentle touch on his face as she told him that his being a monster had nothing to do with his mutant form and that he was exactly the same no matter what shape he took. He would call to mind how empathetic she was to Devlin, legitimately concerned for his mental and emotional well being. And Kevin would wonder how anyone could ever hate such a wonderful creature. He wondered how anyone could hurt such a wonderful creature. And that made him hate this faceless 'Michael Morningstar' all the more.

He had a name now. A full name. 'Morningstar'. With that, Kevin was confident he could find the bastard.

When he did, he was going to beat the bastard to within an inch of his life and then drag his bleeding and broken body to Gwendolyn and throw him at her feet so that she could rip her satisfaction from his shriveled black heart.

Then he would be even with Gwendolyn and they could go their separate ways.

Except that she was still taking care of his son for him, so they would still -inevitably- continue to see each other. Maybe Kevin would get to sleep with her again. He would be lying if he didn't admit that he wanted to. Wanter her. It was so rare to find a woman that thought he was attractive.

Kevin knew he wasn't exactly bad looking. In fact, numerous people had told him that he was kinda handsome. But just as many people had told him that he was creepy, unnerving, frightening, pasty as a vampire, unapproachable, undatable, and '_just nope_' (whatever that meant). And all that was just about his human shape. Kevin preferred not to recall the things women -and just people in general- said about his mutant form (when he wasn't intentionally using it for intimidation). No, it was rare for Kevin to find women who wanted to sleep with him. The fact that Gwendolyn did, of her own volition, and was enthusiastic about him made her practically irresistible to the Osmosian underlord.

He would capture her Michael Morningstar for her and throw him at her feet so that they were even. Equal.

Then, once they were once again on a level playing field, neither one owing the other anything, then Kevin would seriously inquire about turning their little one-night-stand into an affair.

Kevin wanted Gwendolyn as his woman.

…

Now that Kevin was placated for another two weeks, Gwendolyn set to work prepping the memory prison.

The first thing she needed was an object with a clap, a catch, or a fastener. Something that could be _locked_. The second thing she needed was a talisman to collect memories from Kevin the next time she saw him -because she knew she would continue to see him. Even if they didn't sleep together ever again and he never let her ride his tentacles, she would still see him every two weeks for Devlin's deadlines. When that happened, she needed to be ready to catch and store his most intimate and formative memories to construct her prison out of.

Once she had those two things, she could begin work on actually building the prison.

She could start building the prison even sooner using her own memories and Devlin's if she just had an object already. All this she explained to the boy as carefully as she could. Most people had trouble understanding magical theory and process.

When she was done, all the Devlin did was take off the chain he wore around his neck and present his lock to her. A plain metal padlock with the number eleven carved into it. "Will this work?"

Gwendolyn lifted the padlock by its chain to get a better look at it. It was exactly what she asked for. An object with a catch or a clasp. Something that could be_ locked_. Plus it was also the symbol for Kevin's gang, the Lock Eleven, and it had the number eleven carved into it. It was poetically ironic in Gwendolyn's opinion. It was perfect.

"Yes." She nodded to the boy. "This will work."

Devlin look pleased with himself for a moment, but the expression quickly melted into one of conflict. Gwendolyn suddenly had to remind herself that it was the boy's father they were planning to trap in a prison from which there wasn't supposed to be any escape. It was true, Kevin had been a terrible parent. He admitted as much himself. But, he was also the man that raised Devlin to the age of eleven. Shielded him from his mother's scorn and taught him how to use his Osmosian abilities. It was only natural for the kid to have misgivings about what they were planning to do.

Gwendolyn knelt down so she could be on eye level with the boy and placed both her hands on his shoulders. "Devlin… Do you still wanna do this? Its okay if you don't. He is still your dad, even if you're living with us now. You shouldn't have to take him down."

He was silent a moment longer. Then the boy's self-control cracked and Devlin began to cry. Silently. He didn't sniffle, or wail, or sob. But thick, clear tears ran down his face and his voice was strained when he said, "I know Dad doesn't love me. But he… he did care -I think. He was always yelling at my mother for the way she treated me and… and he made sure I had new clothes, and ate more, and got to come out of my room. I just…" He paused to get his breathing under control.

Then continued. "But I know he is a bad guy. And we lied to him. We're still lying to him. Sooner or later, he's gonna figure out that I'm not really spying on Ben and then he'll be pissed. He'll kill you, Gwendolyn. He'll kill you and I can't protect you from him. He's to strong and I'm to little! We can't send him back to the Null Void, he'll just feet out again. That place never could hold him. So we have to do this! I have to do this."

Devlin looked like he wanted to say more but he didn't.

Gwendolyn pulled him into a comforting and supportive hug. The boy's shoulders tensed at the physical contact, he still wasn't used to being hugged, but that just made her hold him all the tighter. Sometimes people needed to be hugged and hugged tightly. "Devlin…" She muttered into his hair. "Its okay to not want to betray your dad. I won't make you do anything you don't want to do."

He didn't say anything in reply to that. Just cried into her chest. Letting out all the pent up emotions that had been building since they made the deal with Kevin in the first place. All the tension. All the stress. All the fear and misgivings. He cried it all out.

When the boy's sobs finally subsided, Gwendolyn released him from her hug.

Devlin shuffled his feet for a couple moments. He'd never cried like that in front of her before. He'd never cried like that in front of anyone before. Crying like that was usually a private affair for when he was alone in his room and free from any prying audiences.

"Feeling better?" Gwendolyn asked.

"Yes." He nodded, awkwardly.

She nodded and passed the lock back to him. "You don't have to help me Devlin. I'll take care of Kevin on my own.'

His expression changed to something Gwendolyn couldn't read. Halfway between regret and longing. Like he desperately wanted something but also felt he had no right to want it. "You're so nice." He said. "I wish… I wish _you_ were my mother."

Gwendolyn felt her heart skip a beat. She didn't know what to say to that. A slight crocking sound escaped her lips.

"I'll help you put my Dad away." Devlin continued, oblivious to her emotional shock. "Because I don't want him to hurt you when he finds out we lied to him. If I have to choose between him and you, I choose you."

Gwendolyn sighed, suddenly feeling guilty. Devlin shouldn't have to choose between her and his father. No child should have to choose between something or someone and their parent. But she would need his memories to build Kevin's prison. Devlin might be conflicted about putting him away forever, but Gwendolyn was not. Kevin might not be pure evil, but he was still a bad man and the world would be better off without him in it. He attacked and tried to kill her family on multiple occasions, traded various forms or contraband, and ran one of the larger criminal organizations this side of the Milky Way galaxy. Even if he was incredibly fantastic in bed, that did not absolve him of being the malicious criminal underlord he was.

As ethically wrong as she knew it was to make Devlin help take his father down, Gwendolyn knew it was necessary. So, it was with a sober nod that she began explaining exactly how this magic was going to work. "Okay. Then lets go to my library."

She lead him into the same room she retreated into after returning home from her inspection at Incarceration. But this time, instead of opening a portal into Ledgerdomain, she pushed a desk out of the way and spread a plain black mat made from chalkboard fabric on the floor. Withdrawing a piece of chalk from the desk she just moved, Gwendolyn drew a complicated sigil on the mat.

"Okay, here's what we're gonna do." She said, once again kneeling down to be on eye-level with the boy. "We're gonna imprison Kevin in this lock. But first we have to build his prison and we're gonna do that with our memories of him. Its not very difficult to do, but it will be hard for you. What you have to do is hold this in your hands and sit in the circle. Think about Kevin. Any clear and distinct memories you have of him. They don't hav ego be big or important memories, but they do have to be _clear_. Can you do that?"

"That doesn't sound to hard." Devlin told her. "But how's that gonna make him a prison?"

"With magic." She said simply. "Tell ya what, I'll go first so you can see."

She stepped into the center of the sigil she drew and sat down, crossing her legs for comfort. Gwendolyn held the padlock and chain in her hands and tried to recall her earliest memory of Kevin. The first time they met. When they were still children. Following Ben to an arcade after he had a big blow-out with Grandpa and ran off. That was the first time she ever laid eyes on Kevin E. Levin.

Even back then he looked shifty. Sullen eyes, dirty, ripped clothing, and thin. Far to thin. Like he didn't eat regularly. One of the arched machines had just eaten Ben's quarter and Kevin used his powers to short the machine and cause it to spit an almost endless stream of quarters out of it. Gwendolyn knew from that very moment that Kevin was bad news. She tired to tell Ben. But -as usual- he never listened to her. The two boy's ran off together, leaving her behind. The one and only time in their lives they could have been called 'friends'.

When the memory was over, Gwendolyn opened her eyes and looked at Devlin. "There." She said. "Not difficult. But if the memories are very emotionally charge it can be hard."

Devlin just stared at her. "Is that what my dad looked like when he was my age?"

"What?" Gwendolyn blinked at him, not understanding.

"When you were doing the thing." He explained. "There was this fuzzy cloud of glowing pink magic between you and the lock. I saw three kids in it. One of them had a watch that looked like the Omnitrix, so I assume that was Ben. So the other two had to be you and my dad. My dad looked a lot like me."

Gwendolyn didn't know quite what to say to that. Charmcaster never said anything about the memories becoming visible during transfer. None of her books mentioned it either. But then again, she reflected, the practitioners who wrote her books had probably never preformed this with an audience.

"Does… does that mean that you'll be able to see my memories, too?" The boy sounded hesitant and vulnerable… and just a bit scared.

"I'll give you some privacy." Gwendolyn assured him.

She passed the padlock and stepped out of the library.

Devlin took a deep breath and sighed. He waited until the door was closed behind her before he stepped into the sigil. Sitting down, Devlin wondered what kind of memory he should be thinking of. Gwendolyn said it didn't say it had to be an important memory, just a clear one. Taking a second deep breath, Devlin tried to recall his clearest memories of his father.

Well, the clearest memories were obviously the most recent. Him demanding to know the identity of Gwendolyn's ex-boyfriend, being dissapointd by the information Devlin delivered to him, making the deal with Gwendolyn, trying to take him back from the Tennysons, and picking him up with his tentacle and tossing him to the side in the middle of his battle with Ben. But for some reason, he didn't want one of those to be the first memory he put into his father's prison.

Maybe the first time his father taught him to control his powers. Not just changing back and forth between forms, but actually _using_ and controlling his powers of absorption. But that was so long ago and Devlin wasn't sure he remembered it clearly. At least, not clearly enough to put in the lock. Maybe the last time he got sick? That was something Devlin remembered clearly.

He changed his position, drawing his knees up to his chest, the lock still in his hands. Devlin called to mind the last time he was sick.

It was just a simple cold. Nothing terribly contagious or threatening. But his mother wouldn't go near him. Not that she would to begin with, but because he was sick she treated him like he had the plague. Not only would she not go near him, but she had just become his father's second in command and so wouldn't let any of the members of the gang that she might have contact with. So, Devlin spent the first few days of his illness alone. Venturing out of his room only to microwave tea since he was to short to reach the stove to make soup. The rest of his time, he spent laying down, huddled under his blankets.

This continued to three days until Kevin came home.

_Devlin didn't know his father was even scheduled to be back so soon. Not until he heard his father's angry voice outside his bedroom. Demanding what was wrong with him? Why hadn't anyone been treating him? What if it wasn't just a cold? What the fuck did his mother think she was doing letting him just stay sick? Devlin pretend not to listen. He layer down in bed and pulled the blankets over his head. _

_That was how Kevin found him when he barged into the room. _

_The older man stood there for several moments. Devlin couldn't see him through the blanket, but he imagined his father standing in the middle of the room, glaring at him, his arms crossed over his chest. Then Kevin demanded, "What's wrong with you?"_

_"I'm sick." Devlin moaned. _

_Kevin crossed the space between himself and the bed and pulled the blanket back enough to expose Devlin's face. He felt this son's forehead, cheeks and throat. "Does your throat hurt?"_

_"Yes."_

_"How long have you been sick?"_

_"This is the fourth day." Devlin told him. _

_"Jesus Christ, Leeta." Kevin muttered. "Alright. Get up. Brush your teeth. Mix some salt in water and gargle for the count of ten. Then take a bath and get clean."_

_After Devlin had done all that, he returned to his room to find his father making his bed with clean sheets and new blankets. There was a fresh cup of hot tea on the bedside table, mint tea with ginger and honey. It tasted terrible, but it soothed his throat and settled his stomach. Once the cut was drained, Kevin took it and pushed a bowl of hot chicken soup into the boy's hands in its place. When the soup was gone too, Kevin took both the empty bowl and empty mug and left. _

_Devlin thought that was the end of it. His father had given him the requisite care he felt was needed and left. The boy crawled back into bed. _

_But then Kevin came back. Carrying a large glass of water, a fresh cup of tea, and a book tucked under one arm. He set both the water and the tea on the bedside table next to Devlin, giving only the single command, "Stay hydrated."_

_Then she shocked Devlin even more by sitting on the edge of the bed, cracking open the book and beginning to read. _

Devlin sniffled. He reached a hand up to his eyes and it came away wet. He wasn't aware he was crying. Gwendolyn was right, this was harder than it seemed. He stood from the sigil, brushing chalk off his pants as he crossed to the library door. He found Gwendolyn waiting outside and passed the padlock and chain to her. "You're right." He admitted. "It is hard."

...


	14. Fourth Deadline

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Fourteen: Fourth Deadline

Devlin had school still, and so he could only work on the prison with Gwendolyn on the weekends when he had time. But that was fine since Gwendolyn had her own time constraints from her Plumbers work. Now that she was back from her leave, she was off on missions again almost all the time. Off planet, sometimes even out of the Sol System. Preserving peace and promoting the free exchange of ideas between peoples.

The construction of Kevin's magical prison took a back burner to the daily pulse of their lives.

Gwendolyn went to work. Devlin went to school. Ben went on Hero Time and sometimes he allowed the boys to accompany him. Things were business as usual in the Tennyson household. One would never think that Gwendolyn was planning her next rendezvous with one of their most persistent enemies. Or that she and Devlin were constructing a magical prison for said enemy. Or that Ben was having an affair with an old flame. Nope.

From all outward appearance, everything seemed no different than any other high-profile Plumbers family. Business as usual.

…

Things were not business as usual for Kevin, however.

Unlike Gwendolyn and Devlin, who put their project on hold in favor of focusing on their day-to-day lives, Kevin placed his business on the back burner to focus on his personal quest -something he almost never did. Now that he had a name, it wasn't really all that hard to find Michael Morningstar.

'Morningstar' was not exactly a rare name. There were plenty of families on Earth and in the greater Sol System (completely unrelated to one another) that carried the name. But it was still uncommon enough to at least help him narrow his search. Of the five-hundred individuals within the Sol System named 'Morningstar', only about eighty or so were named Michael. Of that eighty, only about fifty were in the right age bracket. Of that fifty, only about twenty lived on Earth. Of that twenty, only sixteen lived in North America.

But that was where the search became difficult. Because Kevin had no idea when or where Gwendolyn might have met this guy. Devlin said he was her first boyfriend. That meant that she had to be fairly young when they met. Possibly still in her teens and living with her parents. But there were no Morningstars that lived in Bellwood. She could have met him on her travels. The Tennysons were rather fond of their summer road trips. Or she could have met him at school when she went off to collage.

Kevin began his search there. Going over the student directories of all those enrolled at Gwendolyn's collage. He didn't know what the exact age difference was between Gwendolyn and Michael or if there even was one, but it couldn't have been more than five years. So he went through all the students who were enrolled during the four years that Gwendolyn attended.

This took him several days. They were very long lists.

Finally, he found a Michael Morningstar enrolled in the same collage as Gwendolyn in the same year. _That had to be him!_ And the admissions roster was kind enough to provide him with an address for a manor house in a town not far from Bellwood. The address was twenty years old, of course, but it was a lead.

Kevin called the port and ordered his ship to be prepped and ready by the time he got there. He was going back to Earth.

He landed on the outskirts of town -and found it an interesting coincidence that it so happened to be the exact same landing place he used when making his personal deliveries to Darkstar. Huh. After all this work, was all Kevin had to do just ask his client. 'Hey, do you have a neighbor named Morningstar?' Oh, irony. You do all this work and research when there was such an easier way all along. Kevin typed the address into his car's GPS and was on his way.

Oh irony, indeed.

The GPS lead him directly to Darkstar's manor. Funny how Kevin had never really taken note of the street name or house number before. But then, he'd never really needed an address to get to it before. Did Darkstar know Gwendolyn's Michael? Were they related. Or… or was Darkstar Michael!?

Kevin knew the name 'Darkstar' was an alias. A name used to conceal his real identity. Kevin never really gave it much thought before since aliases were so common in his line of work and in his circles. Heck! Even he had an alias of sorts −11,000. There was never anything suspicious about Darkstar using an alias. But now Kevin was suspicious. Forget suspicious, in his gut, Kevin knew Darkstar was Michael. He knew it! It was the only logical conclusion. His client Darkstar, was Gwendolyn's former lover Michael Morningstar who got her pregnant only to kill the unborn fetus the moment she told him, send her to the hospital, and leave lasting emotional scars to stay with her for the rest of her life.

Kevin understood the feeling of never wanting to have kids. Before Devlin he certainly never wanted or expected to have any. But now that he had a child of his own, Kevin couldn't imagine doing something so… cold. Hmf. And people called _him_ 'evil'.

And yet… at the same time. Kevin was kinda glad Darkstar did what he did. Because if he hadn't, if Gwendolyn had kept the baby and carried to term, if she'd never left Darkstar, then Kevin never would have his opportunity with her. It was an opportunity he greatly enjoyed and did not intend to waste. Gwendolyn was an uncommon woman. Make that an amazing woman. Any man that would throw that away was crazy, or stupid, or both.

Even Devlin loved her.

Devlin… that was right. Devlin wanted to come with him when he found Michael, to defend Gwendolyn's honor. But now that Kevin knew who Michael was, did he really want to expose his son to such a clearly merciless and evil man?

On the other hand, Devlin wasn't helpless and he -Kevin- would be there to protect him.

There was no point in making a decision tonight. Kevin made a U-turn and headed back to his ship. He knew who Michael was and where he was and -more importantly- that he wasn't going anywhere. What Kevin needed now was a plan. Then he could decide if he would allow Devlin along or not.

…

Fourteen days passed quicker than Gwendolyn would have liked.

Between her regular duties as a Plumber Sorceress, working with Devlin to build Kevin's prison, and her own research on a way to collect Kevin's own memories to construct said prison from, she was kept so busy that the time just flew by. Before she knew it, it was time to see Kevin again. At least her time wasn't wasted. A few days before she would have to leave for Saturn Colony to meet with Kevin, Gwendolyn found something called a Heart Shard. Something for storing immaterial things like memories and feelings.

It was a 'shard' in name only. The gem was actually smooth and oval shaped, held in a simple setting on a gold chain. The story went that the gem was a piece of a Prince's heart but he shattered it to trap an evil Raven. Gwendolyn found it ironic that she was also going to use the Heart Shard to trap a villain. And the best part about the Heart Shard was that it looked mundane and inconspicuous enough that she could wear it around Kevin and he would probably think it was nothing more than simple jewelry, he would have no idea what it really was or what she was really doing.

Heart Shard pendant around her neck, Gwendolyn boarded the first available transit ship bound for Saturn Colony. She decided that for her bi-monthly meetings with the crime boss, she should avoid using her own ship whenever possible. It would look suspicious for Gwendolyn Tennyson to be visiting the Lock Eleven's seat of command so often.

There was no one to meet her at the port. Of course, there wouldn't be. Kevin probably wasn't expecting her in person. He most likely figured she'd keep her distance from him and relay Devlin's 'information' through telecom calls.

She made her way through the corridors of Saturn Colony's middle ring. Working her way to the interior, so close to the core cylinder that the curve of the station was clearly visible as she walked. The corridor sloping up in front and behind her, as if Gwendolyn were walking constantly in the bottom of a large bowl. This was the general area she remembered Kevin leading her to for their one night stand. It stood to reason that the place where he slept was also the headquarters of his gang.

Sure enough, it wasn't long after Gwendolyn entered corridor 11 that she was stopped by a large alien wearing a padlock pendent on a chain around his neck. She recognized him as one of the men from Incarcercon, although she wasn't sure she ever got his name. He was one of the ones who helped her in Morgg's office.

"We don't look kindly on Plumbs snoopin' round here." He said, though there was no real threat in his voice. He recognized her too.

"I'm here to see Kevin." She informed him.

He smiled with something that looked suspiciously like amused satisfaction. "I knew you were his woman. Boss is this way." He turned to lead her down the corridor to Kevin's office. "I'm Trukk, by the way. Donno if you ever got my name during… all the commotion. I'm sure they put it in the report, but I donno if you Plumbs actually read those things or not. I sure as heck wouldn't!"

She smiled back at him. "Thank you. I don't remember much of what really happened, but I recall you and the other one were very nice. I guess my episode also gave you the opportunity to escape."

"Oh, no. I was paroled." Trukk informed her.

Working for Kevin would definitely be a violation of his parole. And Trukk admitted it to her so openly and freely. He certainly didn't seem to have any fear of her running and telling his parole officer, or even arresting him herself right on the spot. But then, he also thought she was 'Kevin's woman'. Did he not really see her as a Plumber then? Was she not an enforcer of Galactic Law to these people? Why? Because she slept with the Boss once? Or because she was raising the Boss' son for him? Or was it just Trukk and did he feel so at ease with her because he helped her at a time when she was vulnerable and to his way of thinking she 'owed him'.

In all honestly, Gwendolyn hoped it was the latter one. She certainly wasn't 'Kevin's woman' and she didn't want his people thinking she was. Hell! She didn't want Kevin thinking she was! Gwendolyn was not a one-man woman. Not anymore. Not ever again. Keeping only man lead to nothing but trouble. Monogamy was an empty lie.

Trukk opened Kevin's office door without knocking.

"I said I was not to be disturbed!" His voice snarled from the open door.

Gwendolyn flashed Trukk an amused smile before she stepped in and shut the office door behind her. "But if I don't disturb you, how can I give you Devlin's latest intel."

Kevin looked up from the datapad he'd been studying, pleasant surprise written all over his face. He hadn't expected her to come in person. He honestly was expecting her to keep her distance from him. Use a video phone and wireless network. Transfer him the data electronically instead of meet him face to face. "I didn't think you'd come."

"Maybe I shouldn't have." She crossed her arms over her chest and shifted her weight to one foot, jutting her hip out and drawing attention to the curve of her thighs. "Your guard out there seems to think I'm your mistress or something and this is a booty call."

"Is this a booty call?" He asked, looking as hopeful as a kid on Christmas morning. It was almost cute. Gwendolyn didn't really have to come in person to deliver Devlin's message and they both knew it. So there must be another reason why she would come to him in person. Of course Kevin would hope it was to sleep with him again. He said as much to her the last time they met. He wanted to sleep with her again. He wanted to keep sleeping with her until they got board of each other -or he just got board of her.

"I haven't decided yet." She informed him truthfully. Gwendolyn would need to get close to him for the Heart Shard to work. That, and he would need to feel comfortable and secure if he was gonna open up and share his memories with her. "Are you gonna transform and let me ride your tentacles?"

For a second, Gwendolyn thought he was gonna refuse outright again. That's what he always seemed to do. Kevin hated his mutant form. Made him feel self-conscious. He was a monster. Who would ever want to sleep with a monster? But he didn't refuse outright. Instead Kevin leaned back in his seat -thinking. "I haven't decided yet."

"Then I guess this is just a business meeting." She shrugged with an exaggerated sigh and sat down on his desk.

"Just business, huh." He looked moderately disappointed, but still hopeful. They both knew that sex was still a very real and present possibility. "So, what information has my son sent you with this time?"

Gwendolyn paused a moment. There was plenty of stuff she knew about Ben that Kevin could use against him. But most of it was stuff she would never tell Kevin. Not in a million years or eleven parallel universes. She and Ben weren't exactly as tight as they used to be, but he was still her cousin. They grew up together. She was closer to him than she was her own brother. So she wouldn't betray him. Not for real. Besides, whatever she told Kevin had to sound like it came from Devlin -like it had come from a child.

"He wanted me to tell you that Ben's almost never home." She said. "Even when he's not out on Hero Work, he's out doing other Ben-things. Devlin doesn't know what he does or where he goes. But he recommends you should widen your focus and look for what he does when he's out. Since Ben obviously doesn't care about the family."

Oh. Did some of her own bitterness slip into that statement? Gwendolyn would have to watch out for that.

"Devlin is presuming to tell me what to do now?" Kevin raised a single black eyebrow. "And that is all stuff I already know. Devlin is consistently proving himself to be as useless a spy as his mother was a second-in-command."

"And I have been consistently trying to remind you that he's still just a child and you can't expect him to preform on the same level as an adult." Gwendolyn growled. "I'm glad Devlin's not living with you anymore. I can only imagine what kind of inadequacy issues he's got because of you."

"And I can only imagine what kind of peace, love, and other hippy bullshit you're filling his head with." The Osmosian shot back.

"Well, there is a reason why _your son_ chose to stay with us instead of _you_." She was just as quick with the come back. No hesitation.

Kevin leaned over the desk, resting his chin in his hand. "Alright then. Please, tell me how I should raise _my_ son."

Gwendolyn recognized the trap. You never tell a parent how to raise their kid. Even if they are a terrible parent and have no business raising a child. Like Kevin. Telling them what they're doing wrong is not the way. Proposing alternatives was what you needed to do. Of course, lecturing Kevin on child rearing was not something Gwendolyn wanted to do right now. In fact, it was the_ last_ thing Gwendolyn wanted to do right now.

"Do you want me to tell you how to raise your son?" She asked.

There was a pause.

Then a sigh. "No… I'm not raising Devlin anymore and when I was, I was doing a piss poor job of it. I know that. He's better with you."

It was true. But it was also a bit of a comfort to hear Kevin admit it. He might be an evil, self-serving, child-neglecting, pirate. But he knew he was bad and he recognized that his son was better off without him and in a more stable and nurturing environment with adults that cared. Even if those adults were just herself and Grandpa Max.

"The fact that you can admit that gives me a little bit of hope for you, Kevin." She admitted.

That gave him an odd smile. Something tentative and childlike. Hesitant but hopeful. Like he wanted to ask for something but was afraid to because he didn't think she would give it. "What do you hope for me?"

"That you're not really as much of a degenerate, heartless bastard as you pretend to be." Gwendolyn huffed as if this should have been obvious.

"No… no, I'm not heartless." Kevin agreed. "Just jaded. But you're pretty jaded too."

"Oh, I know." She nodded. "I haven't been fresh-faced and innocent for a long time now."

Kevin was about to say, 'Not since Michael?', but thought better of it. He hadn't brought the son of a bitch to her yet, the man would still be a sensitive and guarded subject to her. That was why she needed her revenge -her closure. Only after the monster was dead by her own hands would she finally be able to make peace with her demons and let the scars of what he did heal properly. Kevin certainly felt worlds better after flaying Morgg's back and carving his alias into the man's chest before dumping his dead body on the steps of Plumbers Headquarters on Galvan Prime. Gwendolyn deserved the same release.

Revenge was good for the soul.

So, instead of mentioning Michael, Kevin pushed back from his desk and stood. "You came all this way to give me information I already have. So that your trip's not a complete waste, why don't you show me just how un-innocent you are."

"Oh?" She raised one perfectly shaped red eyebrow. "What'd you have in mind."

Here Kevin smiled. Something mischievous but by no means boyish. It was a roguish smile that implied all kinds of things that could get them in trouble but would ultimately be incredibly fun. "You keep going on and on about my tentacles." He said. "What would you do if I indulged you?"

"What?" Gwendolyn blinked at him.

"If I gave in. Transformed. Right here in my office. And we went at it like you insisting you want… what would you do with my tentacles? They're not penises, they're more like hands. And I've got four of them. Last I checked, you're only got one vagina. Unless, you're into anal. I should tell you right now, I'm not."

She gave a snort of amusement. "That's all you can think of to do with your tentacles? Wow, Kevin. You must not watch very much porn."

He remained tactfully silent at that comment. Truth be told, with a frigid and bitchy wife that almost never let him touch her, Kevin had amassed a rather extensive porn library on his computer. But it was all straightforward human-on-human, occasionally with groups, or toys, a little light bondage here and there and lots and lots of cunninglingus. Kevin might be a mutant monster with the surplus DNA of 11,000 different aliens coursing through him. But he was raised human and humans were what he was attracted to. He never really looked at alien porn and especially not tentacle porn.

Gwendolyn drew a leg up and began unlacing her boot. "Maybe I should show you the things you can do with your tentacles…"

"Huh?" He blinked at her.

She finished pulling one boot off and tossed it behind her, then took off the other boot. The caplet was next to go, shrugging it off her shoulders in one smooth, graceful motion. Next the shirt was pulled over her head, and her front-snap bra quickly joined it on the floor as well. Finally she stood to unbuckle her belt and pealed her tight black combat pants off. Gwendolyn stood before him now, wearing nothing but her socks and panties, a necklace with a red pendant, and a smile.

"You expect me to transform now?" Kevin crossed his arms over his chest. He'd seen her naked before, this was nothing special. Or had she already forgotten that they've had sex before? It was gonna take a lot more than just seeing her soft, curvy, naked body to get him to go alien.

"No." Gwendolyn shook her head. She grabbed his hand and spun them around to push him down into her chair. "I expect you to watch."

The seemingly obligatory question of 'What what?' was halfway to his lips before Kevin was silenced. Gwendolyn manifested two tentacle-like constructs made of pure magic. They slithered their way around her body, one coiling around her waist, the other tickling across her breasts. She sighed with the sensation, a slight blush coloring her skin, turning her olive body a dainty shade of pink and Kevin couldn't help but appreciate the view.

"This is what you can do with tentacles…" She whispered, voice deep and heady with arousal.

Kevin leaned back in the seat, making himself more comfortable to watch her show.

A third tentacle appeared. Wrapping itself around her legs, it lifted Gwendolyn up off the ground a few inches, preparing her on the edge of his desk. The one coiled around her waist slithered down a bit to her hips and together it and the one around her legs parted her thighs. Her blue lacy panties were already wet and one tentacle slid its tip across the wet spot, making her shudder with anticipation. It repeated the motion several times as the wetness grew.

The one hugging her breasts tightened its hold, making her nipples peak and she let out a soft moan of pleasure at the rough treatment. That was one thing Kevin noticed from their previous encounter. Gwendolyn liked it rough. It was actually one of the things he found so sexy about her.

One of the tentacles between her legs slipped in under her panties and she gasped at the sensation.

"Can't really see what's going on down there." Kevin commented, crossing one leg over the other in an attempt to hide the -more than considerable- tent that was quickly being pitched in his own pants. Damn she was hot! And horny. And (mostly) naked. And in his office. And _fuck_ did the place smell like female heat!

Gwendolyn's emerald eyes locked with his as she flashed him a look of irritation. But the second tentacle pulled her panties down for him to see that the first one wasn't penetrating her -not yet. It was stroking her clot. Lapping at it like a human tongue but with a quicker motion. Her panties dealt with, the second one drifted back up to stroke her slit. Both tentacles working the outside together. Stroking her lips or flicking her clit, making her writhe. Making her arousal drip onto Kevin's brand new black carpet. God! The office was gonna smell like her sex from now on! (And at the moment that didn't seem like a bad thing.)

Kevin licked his lips, wanting to taste that delicious looking wet pussy of hers. Wishing it was him making her so wet. Making her writhe on his desk. Gasping and moaning in heated pleasure. God! Gwendolyn was so fucking hot! God! He was so fucking horny. Kevin gave up on trying to hide his tent and lowered his leg, trying to stroke himself through the fabric of his pants instead.

A fourth tentacle appeared.

This one joined its lonely brother at her breasts. Each tentacle taking one. Coiling themselves around them. Squeezing them tightly until her peaked nipples turned hard and poked out erect. Kevin wanted to suck on one of those nipples so badly. Bite on it and make her scream.

One of the tentacles down below finally penetrated her. Parting her lips and slithering inside with ease. She was so wet and slick. More of her wetness trickled onto the floor and Kevin had to fight the urge to get down on his hands and knees and lap it up before the sweet female nectar could be soaked into the carpet. Fuck! He was horney!

Not caring what she thought of him anymore, Kevin unzipped his pants and eased this throbbing erection out. He stroked it with one hand, keeping time with the magical tentacle sliding in and out of Gwendolyn. Trying to pretend that it was really him and not some pink, sparkly, magical bullshit that was making her gasp, and moan, and keen like a bitch in heat.

Her eyes met his again, but this time they were bleary. Clouded with pleasure, and unfocused. "Mm, looks like someone's enjoying the show." She moaned. "But I'm just getting started."

That was when the second tentacle down these pressed its way into her. Both tentacles in her vagina. Kevin tried to stifle his gasp and ended up masking it as a moan of his own pleasure as he continued to stroke his rock hard cock. Jezus! She was a horney slut! (And he made a mental note never to call her that our loud.) How cock-hungry did you have to be to want to take two at the same time? In the same hole? Kevin honestly didn't think that was a thing people did outside of porn. No wonder she wanted his mutant form and his tentacles so much. One penis just wouldn't be enough to satisfy her.

But Kevin could satisfy her. -If he was willing.

That thought gave his ego a charge comparable to the kind he got from giving a woman an incredible orgasm. Like he was the most amazing fucking thing in the universe and no man could ever be as awesome as him. It almost made Kevin want to cum right then and there. From just watching her! She was so fucking hot. And he was so fucking honey. And he could pleasure her in a way no other man on Earth -no other man in the Sol System could.

The tentacles no longer supporting her legs, Gwendolyn tumbled off the edge of his desk to land on all fours on the floor. He watched her moan and writhe as the magical tentacles fucked her doggie-style. Her tight round ass up in the air, wiggling with every thrust. Her breasts brushing agains the carpet in time with her motion. Then she looked up.

Her lust clouded eyes focusing -not on him- but on his stiff member standing erect in his lap. Poking out from his pants at attention and drooling for her.

Gwendolyn crawled across the office floor on all fours. When she got to him, she licked the precut from his tip like it was the most delicious fucking ice cream she'd ever hand. Then closed her mouth over his dick and took the whole thing down to its base.

Kevin let out a moan louder than he meant to and quickly clapped a hand over his mouth.

Her mouth felt so fucking good around his cock. As let and slippery as a vagina, but with a different shape and finer muscle control. Her lips sucked, squeezed, and massaged his base, while her tongue licked and stroked his shaft. Occasionally flicking across his tip to lap up the pre-cum and continued to trickle from it.

Kevin blinked down at her. Her naked body, wrapped in pink, glowing, slightly transparent tentacles. Two of them pounding in and out of her relentlessly. Making her hips shake and her ass wiggled. Her breasts brushed against his knees as her head bobbed up and down on his dick, sucking him up greedily. Moaning around him with the waves of her own pleasure.

Oh god, the moans! Each time Gwendolyn moaned around his cock, her whole mouth would vibrate. Adding another layer of pleasure to her sucking and licking. It was the best fucking this ever! And it didn't take long for Kevin to cum.

He grabbed a fist full of her red hair. Forcing her face to stay down on his dick as he spilled his thick sticky load down her throat.

He needn't have bothered. Gwendolyn swallowed his spunk with as much relish as she had lapped up his pre-cum.

Then she leaned back on her back to finish herself off.

One tentacle from her breast slithering down to join its other two brothers between her legs. Forcing its way into her sex. Stretching her wider. Filling her with more cock. Gwendolyn groaned at the sensation. Moaning and keening like she's never had an orgasm before. A bright red flush spread across her whole body and she trembled as her orgasm washed over her.

When it was over, the magical tentacles vanished into nothingness from where they'd come and Gwendolyn laid on his office floor, gasping.

Kevin watched her chest rise and fall from his sitting position in the chair.

He very much wanted to hold her. But she was all the way down there and didn't look like she had the energy to climb up and sit with him. So, Kevin joined her on the floor. Ungracefully lurching -falling- out of his seat and sprawling on the carpet beside her. He draped one arm over her and pressed himself against her. Gwendolyn rolled over to face him, her necklace pressed between them.

Kevin thought about mentioning that the pendent was a bit uncomfortable pressing into his chest as it was. But he decided it was a minor annoyance not worth the effort it would take for her to take it off. So, he said nothing.

"Do you see why I like tentacles?" She muttered into his collarbone.

"You're insatiable." He muttered back.

"You could satisfy me." Gwendolyn whispered.

And Kevin couldn't help but feel that same rush of male pride. He could satisfy her. With his mutant form. He was the only man in the universe that could satisfy Gwendolyn Tennyson. And that knowledge brought him more satisfaction than any orgasm ever could. He was a fucking god! All he had to do was transform.

Then she had to go and ruin his happy mood by asking one simple question. "Did your wife enjoy your tentacles?"

Kevin turned suddenly resentful. HIs pride and satisfaction deflating. The ephori afterglow of his orgasm fading as he remembered the scorn and disgust Leeta used to look at him with when he was in his mutant form. "No." He growled. "She hated my other form. Every part of it."

"She just didn't know what she was missing." Gwendolyn tried to sooth him. She pressed herself harder against him, the red jewel of her pendent resting in the hollow between his pectorals. "Why don't you tell me about her?"

...


	15. Darkstar

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Fifteen: Darkstar

_Just about everything in the place was smashed. _

_Kevin gave the one remaining chair to Kwarrel -he needed the back support, and his leg was bothering him again. His leg seemed to be bothering him more and more lately. Kevin pretended not to notice. Let his friend have his pride. _

_"Wasn't expecting the final fight to go down here." Said the older man as he massaged his bad leg over where Morgg had shot him all those years ago. _

_"But the competitions gone now." Kevin reminded him. "Its over. We own this ring of the station now."_

_Kwarrel gave a tired nod. "That we do."_

_A trembling waitress approached them cautiously and set a shaking tray down on the ground in front of Kwarrel. In addition to two plates of food, a bottle of alcohol and two glasses it also held a bowl of hot water, medical gauze, and adhesive pads. She set it down on the floor in front of Kevin. Her whole body shaking so violently, it was a miracle nothing spilled. She must have found the two of them utterly terrifying. -But, then again, they had just massacred the previous gang that ran this part of the station. _

_She stood to leave. Anxious to get away. But Kevin stopped her. _

_Grabbing her hand, he forced her to look at him. She was kinda pretty. Around his own age with curly hair in shades of red that -while it was obviously a dye job- complemented her natural dark blue eyes perfectly. Dark blue eyes that were wide and bright with terror and alarm. _

_"Y-yes?" She asked, voice quivering just as much as she was trembling. "Was there something else you needed -sir?"_

_"What's your name?" He asked, thinking she would be even prettier if she weren't so terrified._

_"L-Leeta, sir." She answered dutifully. _

_"Leeta." He repeated. "I'm Kevin."_

_"Yes, sir." She nodded. "I'll be sure to remember. Is there… is there anything else you need?"_

_He let her go, disappointed that she still seemed terrified of him. Talking to girls was hard. He was in his late teens now almost into his twenties and Kevin Levin still hadn't worked out this whole 'flirting' thing. With a disappointed sigh he said, "Some ice for my friend's leg."_

_"Yes, sir." She left quickly._

_Kevin watched her back as she retreated, relied to be away from them if only for a few minutes. "What is it about me that girls find so unattractive."_

_Kwarrel gave a snort of amusement. "Well, for one, you've got shit timing. That girl just watched you kill, like, twenty men."_

_"Wouldn't that just impress her?" Kevin asked. "Show her how strong I am. We own a third of the station now."_

_Shaking his head, Kwarrel bent down and dipped some of the gauze in the hot water and began dabbing at the cuts and abrasions on his knuckles. When the first hand was done he looked back up at Kevin to see that the kid was still staring at the broken kitchen door where the serving girl -Leeta- and vanished through. The kid was a genius with machines and vehicles, and Kwarrel had never seen a better fighter. But he was shit-for-brains stupid when it came to interacting with the distaff gender of his species. It probably didn't help that he had the annoying habit of instantly falling in love with every red-head he saw. The kid still had a lot to learn about talking to girls. _

_Kwarrel picked up a second piece of gauze, dipped it in the hot water and passed it to the younger man. "Wipe your face boy. You still got blood on you."_

Gwendolyn leaned back as the scene faded and collapsed in a flurry of star-sapphire light before being absorbed into the lock.

Kevin never actually told her about his wife when she asked. He didn't want to talk about her and Gwendolyn wasn't really expecting him to. But that was fine. She didn't need him to tell her his memories, she just needed him to think about them, picture it clearly in his mind while the Heart Shard was touching him.

So that was how Kevin first met his wife. Jeez. No wonder it had ended terribly.

She thought he was terrible from the moment she saw him. Sitting on the floor, covered in other people's blood, after watching him kill said people, and knowing that he now controlled the part of the station she worked in. Of course she would think he was the next great evil after Hitler, Pol Pot, and Stalin. God! How did he ever get her to sleep with him in the first place? Did he threaten her? Or coerce her in some other way? He said she was a 'friend', so either Kevin was lying, or her opinion of him improved at some point. Ultimately, Gwendolyn decided it didn't matter. It was neither any of her business, nor was it pertinent to the construction of Kevin's prison.

She waited for the magic circle to finish its work before putting the lock away and cleaning up the sigil.

…

Ken was on the school's soccer team.

Devlin was not.

On days when Kenny had practice Devlin would sit on the bleachers by the sports field and wait for him. Ben and Max didn't like the idea of one of them walking home alone (riding their hover board home alone). The one and only time Devlin did it, he got a stern lecture -from both of them- about how dangerous it was, reminding him that he was only eleven years old, still a small child, and easy to snatch because of that.

To all their concerns, all Devlin did was transform and remind them who he really was and where he'd come from. No one would try and snatch him. Even if they were dumb enough to try, they would regret it very _very_ soon after. Devlin might only be eleven, he might be small, he might be a child, he might be inexperienced, but he was far from helpless.

That was about the point that Ben said he didn't care how tough Devlin thought he was. He wasn't walking home alone, and he especially wasn't going to leave Ken at school to come home alone _even later_ (closer to dark). Devlin thought of reminded Ben that Ken was also far from helpless. Since Ben gave him an Omnitrix of his own, and Ken used Graymatter to hack the Master Control, Ken's Omnitrix was just as powerful as Ben's own. Neither boy was really as vulnerable as they looked. But he thought better of it. Adults had a strange way of just deciding they were right and not listening to anything that contradicted them -no matter how well constructed the argument might be.

Devlin's mother was like that.

So, he dropped the subject and stayed after school every Monday and Wednesday to wait for Ken's soccer practice to let out. It was dull and he didn't really have anything to do to pass the time -'cause like hell was he gonna do his homework in that time! He mostly just watched Ken play and wondered what other after school activities gathered on the same days. Soccer wasn't really his thing, but maybe there was something else after school on Mondays and Wednsdays he could do. Auto-shop was a thing, right? That was a thing that schools had? Probably not elementary schools, though. That would be something he'd have to wait until high school for.

Until then, he was doomed to be board out of his mind for an extra hour every day Ken had practice.

With nothing better to do, Devlin got up to get a drink of water from the fountain.

He left his backpack and jacket where he was sitting and made his way to the drinking fountain on the far side of the field, closer to the parking lot and farther from the girls' bathroom. The girls track team also had practice on Wednesdays and Devlin didn't like the weird looks they sometimes gave him. Apparently, it was weird to see a kid staying late after school if he wasn't in detention or part of a sports team. Back to the -mostly empty- parking lot, Devlin bent his head down over the water fountain.

He barely took a sip before the boy felt someone appear behind him.

"You're wide open, Devlin." His father's voice informed him. "If I was an enemy, you'd already be dead."

Devlin didn't bother raising his head. He was startled, but he was learning to conceal it. He took another sip of water before wiping his lips and straitening. He turned around to face Kevin. "What enemy would that be, Dad?"

The older man only shrugged. "An enemy. I've got plenty of them who wouldn't hesitate to use my son against me. Hell! Tennyson's probably got a few of them himself."

"Including you?" Devlin asked, suddenly wondering of his father was becoming impatient with Devlin's lack of spying and decided to kidnap Ken and force Ben into some sort of surrender.

Kevin looked across the sports field to where the young Omnitrix wielder was running through a drill with the rest of his team. Dribbling the ball between a line on cones. None of them noticed the two Osmosians talking on the edge of the field. Though they were out in the open, everyone who might see them were to preoccupied, they might as well be invisible. It would be easy to just dash over there with his super-speed, grab Tennyson's brat, and leave. Kevin would be lying if he didn't admit that the idea did occur to him.

But that wasn't the reason he was here today.

"Not this time." Kevin shook his head. "This time I'm here for you."

"Gwendolyn said she'd take care of my deadlines from now on." He looked suddenly worried. Gwendolyn seemed alright when she came back from Saturn Colony. It didn't look like his father hurt her, Devlin had no reason to assume Kevin was displeased with him.

"She did." Nodded the older man. "I'm still not happy with your continued lack of good information, but I'm not here about that. Were you serious when you said you wanted to come with me to take down Gwendolyn's 'Michael'?"

Devlin gaped up at his father, blinking in disbelief. "You found him?"

"Once I had a name -with my resources- it wasn't hard." Kevin offered the boy his hand. "I've taken you with me when I've had to deal out discipline before. But this is gonna be different, Devlin. This isn't about punishment, or even sending a message. This isn't business. This is revenge pure and simple, and Devlin… you know how I feel about revenge."

It was an unspoken reminder of what happened when Kevin tried to get his revenge on Tennyson. When Devlin got in his way. Tried to stop him from taking his pound of flesh out of Benji's hide. Kevin was still willing to have his son help him, but not if there was even the slightest chance that Devlin might lose his stomach again and turn on him.

"Do you still want to come with me?"

The boy was silent a while. He was also remembering the last time he tried helping his father get revenge. But this time would be different. Because this time he wanted revenge too. Not for himself, but for someone else. "For Gwendolyn." Devlin nodded. Firm. Resolute. "I wanna help you take Michael down."

Kevin smiled. A real smile. He didn't realize how much he himself wanted Devlin to come. Not because he needed the help or wanted to expose the boy to someone as vile as Michael, but because this was something they both wanted. For a person they both cared for. This would be something they shared and could honestly and truly bond over. Sure, they were the only Osmosians in the Sol System. The only people they knew of like themselves. And they would always have a bond because of that. But Kevin was absent from so much of Devlin's young life that they didn't really have the father-son relationship creatures like themselves should have.

"Lets go." Kevin held the car door open for the boy and Devlin hopped in happily.

They drove off.

Leaving Devlin's jacket and backpack behind on the bleachers.

…

Devlin was expecting his father to drive them to the space port and to his ship. But instead, they drove to the next town over. Whoever this Michael was, he must live on Earth and he must be close to Bellwood.

The car stopped in front of a large sprawling mansion with a simple wrote iron gate.

"This is it?" Devlin asked. "He lives so close."

Kevin cut the engine and turned to look at his son. "Listen to me, Devlin. This isn't going to be like when we were fighting Tennyson. You can't hesitate and you can't change your mind mid-fight. I need you to be committed this time."

"I know, Dad." The boy nodded. They had said as much in the parking lot at school.

"I mean it, Devlin." Kevin pressed, expression serious and just a little tense. "Michael Morningstar is a very dangerous man and doesn't hesitate to kill kids. I need you to be at the top of your game if I'm gonna let you come in there with me."

"I will." Devlin promised. "I wanna do this. For Gwendolyn. This is something that I really wanna do for her."

Kevin's expression of serious tension softened into something more gentle and understanding. "You really do care about her, don't you."

The younger Osmosian nodded. "I do. I wish…" he paused, hesitated, thought about whether or not this was something he really wanted to tell his father or not, "…I wish _she_ was my mother."

Now Kevin's smile was ironic. "I wish she was your mother too."

There was a beat of silence as both men enjoyed the moment. For the first time in Devlin's short life, not only did they both agree on something wholly and completely, but for the first time ever, they also understood eau other wholly and completely. It was the single most unifying moment of their lives. Kevin just wished it hadn't taken him eleven years to bond with his son like this. …And that was what ruined the moment. The happy bubble of camaraderie popped under the weight of guilt.

With a sigh, Kevin turned the engine back on and rolled right up to the gate. An intercom with a camera was fitted into the gate's pillar on the driver's side. "This is 11,000. I've got something Darkstar might be interested in."

A woman's voice crackled back, souring tired and hollow. "That Master isn't expecting you."

"No, he's not." Kevin agreed. "He'll still be interested anyway."

There was a prolonged silence over the intercom and Kevin began to wonder if Darkstar was going to deny him entry and he and Devlin would have to sneak in some other way. Right when Kevin was about to give up, his hand already on the stick shift to switch the car into reverse, the intercom crackled to life again. "The Master will see you."

The gate opened and they drove right on up to the front door.

One of Darkstar's assistants met them at the door. The same red-head that was just a little to skinny that had been offered to Kevin before. She was wearing a simple black office skirt that showed off her legs and a white blouse the displayed what cleavage she had. Now that Kevin knew what to look for, he noticed the star-shaped marks on her breasts and thighs. How had not noticed them before? How had he not made the connection between the marks on Darkstar's girls and Gwendolyn's belly?

Because he wasn't looking for it, that's how.

Kevin wouldn't have imagined that Gwendolyn had dated one of his best clients.

One of his best clients…

Did Kevin really wan tot throw away all the money he could earn from Darkstar in the future? Just for Gwendolyn. Just for a hot red-head piece of ass. Kwarrel did always say he made the worst decisions with his dick than with his head. Argit said much the same thing, though less often and less colorfully. Unlike Kwarrel, Argit knew Kevin wouldn't hesitate to kick the crap out of him.

Darkstar was one of his oldest clients. One of his most profitable clients. One of his best clients. Darkstar had a special fondness for potent magical items. Ancient totems or more contemporary talismans. The vintage wasn't really important to him. Darkstar didn't use them for their actual magical properties. He wanted them for the raw mana they held. He absorbed their power, assimilated it into himself, and used it to restore his body. His vitally, his strength, and his beauty. In all honesty, Kevin never really cared what his client did with the items after they were paid for. What he really cared about was the money.

But in this one instance, the money wasn't important.

Because, Kevin was telling the truth that night on the roof with Gwendolyn. She was raising his son for him. That placed her under his protection -whether she wanted it or not- and Darkstar had hurt her. Hurt her bad. So it didn't matter how good a client Darkstar was. Or how profitable he was. Kevin Levin couldn't let harm to his people go unpunished and unchecked. The moment there was the slightest implication that he was getting 'weak' the vultures would swoop in to supplant him. Darkstar had to be taken down.

The skinny red-head lead them to the same informal drawing room Darkstar usually met Kevin in. He was not there yet. Kevin sat down to wait and motioned for Devlin to do the same. Hesitant and unsure, the boy pulled a second armchair over to be closer to his father. Both adults made faces and the boy wonders if he'd done something rude. He then reminded himself that being polite in Michael's hideout wasn't important since he was the one who hurt Gwendolyn and they were gonna beat the shit out of him anyway.

"The Master will be down in a moment." Said the girl. "In the meantime, may I offer you some refreshment? Wine, or perhaps juice for… your companion?"

"Nothing. Thank you." Kevin gave a kurt nod.

The woman left.

Devlin would have liked some juice, actually. And a snack too. It was well past time for his and Ken's after school snack before Grandpa Max forced them to do their homework. But then again, maybe it was wise of his father not to eat or drink anything the came out of Michael's house. For all they knew, it could be tainted somehow. Not necessarily _poisoned_, but just… _wrong_, somehow.

"We're not going to kill him." Kevin announced softly.

"Huh?" The boy blinked at him.

"Darkstar -Michael- we're not gonna kill him, its not our kill to claim." The older man explained. "That's for Gwendolyn to decide if she wants his death or not. Its her revenge. We're just going to deliver him to her. Understood?"

Devlin was quiet a moment thinking about it. So, they weren't here to kill Michael for Gwendolyn, they were just gonna capture him or something and give him over to her to decide what she wanted to do with him. Okay. Devlin could do that. "Yeah, Dad."

Darkstar entered at that moment and Kevin made a 'shush' motion before turning his attention to his long-time client. Standing, Kevin shook the other man's hand as if they were old friends and this was a social call.

"This is unexpected. What have you got that's so great it can't wait." Darkstar asked. Then his eyes fell on the boy siting in the displaced armchair next to Kevin. "And who's your friend?"

It was hard for Devlin not to stare at him. He didn't really know what he expected Gwendolyn's ex-boyfriend to look like. But he certainly wasn't expecting the man to be wearing an iron mast that covered his whole head. Dressed in an all black suit, complete with heavy looking gloves to cover his hands, there wasn't a single distinguishing characteristic Devlin could dicer about the man other than his hight. Just a couple inches shorter than his father.

"Ah, right." Kevin turned as if he'd somehow forgotten that Devlin was even there -story of his life. He beckoned the younger Osmosian forward and placed a hand on the boy's shoulder. "I'd like you to meet my son, Devlin. I'm taking him around to meet our regular clients, show him the ropes… that sort of thing. One day the Lock will be his."

At that last comment, Devlin remained tactfully silent. After living with the Tennysons for so many months, he wasn't sure he wanted to be Boss of the Lock ever. After his father died -or more likely was sealed inside the prison he and Gwendolyn were building for him- Devlin would be perfectly happy just letting the gang tear itself up from the inside. Let them all kill each other over who takes over after Kevin. Devlin didn't want a part of it.

He didn't let any of those feelings show, however, when he said, "Hi." An awkward pause. He didn't want to be polite to the asshole that had hurt Gwendolyn. "Pleased to meet you."

"He seems shy." Darkstar commented.

"He's eleven." Kevin informed him, suddenly feeling like Gwendolyn had thrown her voice into his mouth. "You can't expect him to be a confident master broker right out the gate."

To that reminder, Darkstar only shrugged. "I never really had the patience for children. To much work for to little gain, in my opinion. I've taken great pains to make sure I never had any of my own."

Unconsciously, Kevin's hand tightened on Devlin's shoulder.

"But enough about that. What did you find that you had to rush over unannounced?" Darkstar changed the subject. "What have you brought me?"

"Right." Kevin sighed in sudden exasperated resignation. "Probably should have thought this part through a little better."

Kwarrel and Argit both did always say he became an idiot when women were involved.

"What?" Behind the eye slits of his mask, Darkstar had barely a moment to blink in confusion before Kevin suddenly transformed into his monstrous mutated form. The powers and abilities of 11,000 different aliens all shoved into one disgusting, horrific, deformed body. Darkstar would have been disgusted if he didn't have to suddenly jump back to defend himself. Of all the years they'd known each other. He never would have imagined Kevin would attack him. His money was to good. That mean, someone was paying him more. Or else, this wasn't about money. "What the hell!?"

Kevin ignored his question. "Devlin, transform too."

The kid was a mutated monster mash too?

Dodging a fireball the kid suddenly shot at him, Darkstar crashed through the large sitting room window and out into his courtyard. "I don't know what the fuck is going on here, but you picked the wrong man to screw over!" Extending his hand, a beam of dark energy shot from Darkstar's palm, enveloping Kevin in a cloudy aura of miasma. "I'll absorb your power and make it my own!"

The power of 11,000 different species. It would be almost as good as the power of an Anodite. Almost.

Kevin hollered. Having your life-force ripped out was never fun. With effort he lumbered closer to Darkstar, closing the distance between them. He just managed to grab the other man with his Galvanic Mechamorph arm.

"You're not the only one who can absorb energy, asshole!" Kevin snarled just as he began drawing back all the energy Darkstar had taken from him, plus some of the other man's own.

Darkstar's energy tasted stale and dry. Almost dead, but not quite rotten. It was a strange sensation and Kevin let go almost as soon as he got al his own power back. Whatever Gwendolyn's Michael was, Kevin did not want it in him. That was one alien, or mutant, or whatever he did not want to add to his own 11,000. It was tainted somehow.

Devlin flew over then and with his Tetramand knee, kicked Darkstar in the head. The man was thrown backward, skidding on the ground. His iron mask-style helmet thrown clear from his head. Both Osmosians froze when they saw his face.

Dry and leathery skin pulled so tight over the head, it made his face look skeletal. Like a corpse that had been left to decompose outside in a dry heat. Patches of gray-brown hair stuck out from the scalp in uneven clumps. The eyes were sunken and the teeth were yellow. Kevin was so sussed to seeing Darkstar as blond and handsome, that it was utterly jarring to see him like this. Was this his true form? Did he only use the magic of the items Kevin sold him to make himself _look_ young and handsome? Dear, God, how could Gwendolyn sleep with something like that!?

"What- what _are_ you?" Kevin asked.

"He's the bastard that hurt Gwendolyn!" Devlin snarled. Reminding his father of what they were doing and why they were here.

"Gwendolyn?" Darkstar echoed. "My Lovely Gwen? That's what this is about?"

"She's not yours you sonofabitch!" Devlin growled.

Darkstar ignored him. His eyes were focused on Kevin instead. "So that's it then. She's paying you to get revenge on me." A pause. A look at Kevin's face. A smirk. "Or she's not paying you. No… I've heard you like red-heads. The little whore's gotten to you." A derisive laugh. "I should want you, Kevin. She might give good head, but the bitch doesn't care about you. She'll have her fun. Make you cum harder than you ever though possible. But once she's done with you, she won't just throw you away, she'll destroy you. If there's one thing Gwendolyn Tennyson is good at, its being a two-faced bitch. I should know. She did it to me!"

He pointed to his own horrifically disfigured face.

"She'll betray you, Kevin. Its what she's good at."

…

The family was in a panic.

When Max went to pick up the boys from school, Ken was showered and changed out of his soccer uniform, and ready to go. But Devlin was nowhere to be found. He wasn't in the locker rooms, or out on the field.

All they found was his backpack and jacket abandoned on the bleachers, and they had no idea where he'd gone…

…


	16. Maybe

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

(A/N: Everybody's busy with Star Wars fandom, and I'm just over here updating my Ben 10.)

Lock Eleven

Chapter Sixteen: Maybe

Julie awoke to the obnoxious beeping of what sounded like a cell phone. She climbed out of bed to search for the offending device that had woken her, and froze the moment she realized it was coming from Ben's discarded pants. Whoever was calling, she was _not_ going to answer it.

Ben practically leaped out of bed the moment his orgasm-induced, sleep addled brain was awake enough to register what the sound was.

"No, no, no, no, no." He grabbed his pants out of Julie's hands and fished his Plumber's Badge out of a front pocket. "I got this. You go back to bed. This is Ben. What's the trouble?"

"Ben, where are you right now?" Max Tennyson's voice asked over the channel, sound very serious and very, very calm. It was never good when Grandpa sounded that calm. It meant something terrible was about to go down. Or had already gone down and he was cleaning up the mess. Or was in the process of going down and he was trying his best to make it not as terrible as it could be.

"I can be home soon." Ben promised instead of an answer to what his grandfather actually asked. He began picking his scattered clothes up off the floor. "What's the trouble?"

"Not sure yet." Max admitted. "Might just be young thoughtlessness, might be… something worse. I just went to pick the boys up after Ken's soccer practice, only Devlin wasn't there. Ken and I searched the whole campus and we couldn't find him. Just his school bag and jacket."

Ben set the communicator on the bedside table while he pulled his pants on. "You think he might have been kidnapped? Someone wanting a pay out, they'll random him back to us. Or maybe an enemy planning to use him against me?"

"Those are both possible." You could hear Max nodding his agreement. Except if those were the goals, a better target for kidnapping would have been Ben's biological son. Ken."Or one of Kevin's enemies looking to get even. I can't imagine he's a popular guy. And the circles he travels in are particularly mean and nasty."

"I'll be home as soon as I can." Ben promised. He turned to Julie. "I gotta go…"

"I heard." She nodded. "I hope Devlin's okay."

He offered her an impish grin. "Knowing Devlin, he's probably giving whatever bad guy that has him one hell of a hard time."

…

Darkstar was having one hell of a hard time fighting, not one, but two Osmosian attackers.

The kid was just as much of a beast as his father. Poorly trained and inexperienced, but that didn't mean his hits didn't hurt. Kevin's disgusting, mutant, alien spawn punched him in the stomach with one Tetramand fist, knocking the wind out of him, then slammed him to the ground with another. Struggling under the hulking brat's hold, Darkstar managed to wriggle one arm free and placed his shriveled, mummy-like hand to the creature's chest.

Eleven eleven different aliens wasn't as potent as 11,000 different aliens. But it was enough to get the whelp off him. Devlin staggered backwards, holding his chest. A bold, dark, star-shaped mark between his pectorals.

Darkstar climbed back to his feet.

But where the brat left off, Kevin picked up the slack.

Letting loose a sonic screech that knocked Darkstar back on his ass and made his ears ring. The older Osmosian wrapped one long Null Guardian tentacle around the Leech-man's throat and lifted him up off the ground. Holding Darkstar by the neck, his feet kicking impotently beneath him, hitting nothing but air. "Keep your filthy, mother fucking hands off my kid!"

Devlin staggered over to the struggling Darkstar and grabbed one of his flailing ankles to absorb back the energy that was taken from him. Then he pulled the man from his father's grip and slammed him back into the ground. This time, he stayed down as Darkstar finally passed out.

Kevin changed back into his human form. Devlin followed suit.

Reaching into his pocket, Kevin pulled out his car keys and tossed them to the boy. "I've got duct tape and a bag in my trunk. Go get it for me."

"Right, Dad." The boy nodded. It felt good to beat someone together with his father. As much as Devlin loved Ben and life with the Tennysons, he couldn't help but wonder if this was how things should have happened that time. When he switched sides and turned against his father to save Kenny and _his_ dad instead. Never before had Devlin ever felt so… united with his father. Not just like they understood each other, but respected each other as men. It was an entirely new feeling -not even Ben respected him as a man, as a peer.

With a confident and satisfied smile on his face, Devlin popped open the trunk and pulled out the duct tape and a smallish black canvas bag. These he brought back to his father, who promptly bound Darkstar's hands and feet with the duct tape -taking extra care to not only tape his wrists together, but also cover up the round maws on both of his hands. The black bag went over the man's head so that -if he did wake up- he couldn't see where they were taking him. That done, Kevin hefted the Leech-man's body over one shoulder and carried him over to the car.

Devlin was quick and ready to help, rushing over and opening the back seat for him.

Kevin only smiled with amusement. "No, no, son. Marks like him go in the trunk."

"Oh." Devlin nodded, thinking that should have been obvious to him. Guess his time spent with the Tennysons had softened him up a bit. He opened the trunk a second time and Kevin -very ungently- threw the body in. "Are we gonna take him straight to Gwendolyn now?"

…

Gwendolyn arrived back at Plumbers' Headquarters just half a moment after Ben. But it was long enough for her to assume that he'd been there the whole time. Standing around doing nothing.

"Where is he?" She asked -demanded was more like it. "Have you found him yet? Did you search the city as Fasttrack or XLR8? Why are you just _puhtzing_ around?"

"Woah, okay, calm down." Ben tried to sooth. "I just got here too."

He had no idea why she was acting so hysterical.

Of course, he had no idea the things she was imagining in her head. That Kevi night have somehow found out about the plan she and Devlin had been working on. About their double cross and that the father had kidnapped -or worse, _killed_\- the son. Gwendolyn couldn't lose another child. She just couldn't go through that again. It didn't matter that Devlin wasn't her natural offspring. She cared about both him and Ken as if they were. Maybe Devlin a little bit more than Kenny because the boy also viewer her as a mother as much as she viewed him as her son.

"I went to pick the boys up after school and Devlin was already gone." Max explained. "Ken and I searched the campus, but all we found was his backpack and jacket."

"Jacket?" That perked Gwendolyn up. Devlin left behind his jacket. Something that would be full of his mana that she could use to track. "Give me the jacket. I'll find him and bring him home."

Wordlessly, Max handed her the child-sized jacket. He might agree with Ben that she was definitely over reacting to this. Sure, Devlin was missing and that was always scary when a child went missing. But Devlin was no ordinary child and was perfectly capable of protecting himself if, in fact, he needed protection. But at the same time, unlike Ben, Max understood where this anxiety was coming from. Gwendolyn already knew what it was like to have a child taken away. That experience dramatically changed her -in many ways. Max didn't want to see that happen again any more than she did.

"Do you want one of us to go with you?" He offered as he watched her eyes glow pink.

"No." Gwendolyn was firm about that. She had a suspicion about who had taken Devlin and she did not want either Grandpa or Ben there if it was confirmed. She got a lock of Devlin's mana and teleported directly to his location.

…

"You think Gwendolyn will be happy?" Devlin asked from the passenger seat as he and Kevin drove back to Bellwood. "I can't wait to tell her! I know you can't, like, drive right up to Plumbers Headquarters. But maybe we can park somewhere close and I'll go in and bring her out? I wanna show her that we caught Michael tonight!"

"We'll see." Kevin said noncommittally. In all honesty, he hadn't exactly thought out how, exactly, he was going to deliver Darkstar to Gwendolyn. In all likelihood, he actually expected to just keep the man confined in a cell on Saturn Colony until Gwendolyn came by again for another one of Devlin's deadlines. It wasn't Kevin's ideal plan, he was also anxious to deliver her revenge to her. But it might end up being what was most practical.

But before either of them could say anything more, there was a bright flash of light and something -someone- appeared on the road directly in front of them.

Kevin had to swerve suddenly to keep from hitting her. Yanking the wheel hard to the right and easing down the break. She threw one protective arm across Devlin's chest to keep the boy from flying forward from the sudden maneuver and deceleration. When the car was finally at a full stop, one tire was having off the paved road, carving a deep rut into the soft dirt of the landscape around them.

"Are you okay?" Kevin asked his son.

"Yeah…" The boy panted, more startled than any version of injured. He was breathless from the excitement. "What was that?"

"I'm gonna find out. Stay in the car." Kevin climbed out of the car. "What the mother fucking hell do you think you're doing!?"

It was only after he shouted this that he realized the person in the road was Gwendolyn and the flash of light must have been her magic teleporting her directly to him. Unfortunately for him, he didn't have time to amend his words, because the moment he was within arm's reach of her, she punched him in the face. _Hard_. Kevin staggered backwards. Surprised and dazed.

"I should ask you the same question!" She snarled back at him. "What the mother fucking hell do you think you're doing!? We had a deal. You get info on Ben, and Devlin gets to stay with us! I won't let you take him back! Not so long as he still _wants_ to stay with us. You have no right to take him away from us!"

"Whoa, whoa, whoa. Okay, cool your jets." Kevin held up an arm to block her second blow. He wasn't used to Gwendolyn Tennyson using her fists instead of her magic. He knew she knew how to dight. Expert in martial arts was listed in her dossier. But he'd ever seen her just wail on anyone like she was wailing on him now. This wasn't a measured and calculated fight. This was female fury, plain and simple. "I wasn't kidnapping my son. He wanted to come along."

"I don't believe you!" Were those tears in her eyes? Was she crying? Why was she crying? "He just up and disappeared from school. No one knew where he went. Do you have any idea what its like to lose a child? _Do you!?_"

Kevin paused for a moment. Took a metaphorical step back, and really listened to what she was saying.

She was scared. Not angry. She was frightened that another child under her care was killed by his father. Given their history, it was easy to understand why she might jump to that conclusion. Her history with Darkstar. His history of trying to kill her relatives. Of course Gwendolyn would assume the worst.

Closing the distance between them, Kevin wrapped his arms around her in what he hopped was a comforting hug. "No. I don't know what its like to lose a child." He admitted. "And I hope I never have to learn. It wasn't my intention to worry you. I had a thing I needed to do and Devlin said he wanted to come with. So I brought him along."

"You could have gotten a message to me somehow." She growled into his chest and pushed away just enough to glare at him. "So that at least I would know what was going on. I could have come up with a cover story to explain Devlin's disappearance from school. This may come as a shock, but hearing he was with you isn't gonna b a comfort to Ben or my Grandpa."

"T'ch I couldn't care less what Benji thinks." Kevin crossed his arms over his chest. But he was glad that Gwendolyn wasn't crying anymore. He never really did know how to handle crying women.

"Where is Devlin, anyway?" She asked.

"Waiting in the car." Then, calling over his shoulder. "Its just Gwendolyn, you can come out."

The passenger side door opened and Devlin hopped out and practically skipped over to them, his pony tail bouncing with the motion. "You're here!" The boy smiled up at her, eager and excited. He grabbed her hand. "C'mon, you gotta see what Dad and I got for you!"

Devlin tried to pull her over to the car, but Gwendolyn pulled back on his hand and made the boy turn to face her again. "And you… Next time you rush off with someone you tell me, okay! Ben got you a cell phone for a reason. If you're going to leave to hang out with your friends you text one of us so we know where you are. If you're going to abscond with Kevin you tell me so I can come up with a cover story for you. You don't just disappear! Am I understood?"

The boy's happy mood deflated instantly and he looked adequately chastised. "Yes, ma'am. I didn't think… back home nobody would have cared that I'd left."

Kevin looked away, not wanting to make eye contact with his son at that statement. It was true. When Kevin returned home and informed Leeta that Devlin somehow made his way to Earth and freed him from the Null Void, she _hadn't even realized he was gone_! If Devlin disappeared from Saturn Colony, nobody would have noticed, let alone cared. But the Tennysons cared. Gwendolyn cared. And that made Kevin care. For her as much as for his son.

"Well, I'm not your crappy-ass parents!" Gwendolyn reminded him, fully aware that the boy's crappy-ass father was standing right there. "If you inexplicably vanish, I'm going to care. I'm going to care a lot! And I'm going to use every ounce of power I have to find you. So, save us both the trouble and, next time, just text me. Okay?"

"Okay." The boy nodded.

Sighing with true relief now, Gwendolyn sank to her knees and swept the boy up in a hug so that he'd know she wasn't mad anymore. When the hug was over, she picked the eleven-year-old up and glanced him on one hip. "Now, lets go home before anyone else panics. Okay?"

"But, wait! I didn't show you what Dad and I did. We did it for you!" Devlin struggled to get out of her grip and Gwendolyn had to wrap her other arms around them to keep from dropping the boy.

"Devlin." Kevin cut in, voice full of authority, like he was talking to one of the boys in his gang. "Now's not the time. Go home. I'll keep it until Gwendolyn's ready."

"But, Dad!"

"Go home with her." Kevin ordered. "You're still my spy, remember. You have a job to do."

"Yes, sir." The boy stopped struggling and let Gwendolyn carry him away.

Kevin watched her retreating back for a few moments before getting back in his car and heading in the opposite direction.

…

After a few steps, Gwendolyn let Devlin down. Eleven-year-olds were just to big to be carried as if they were still small children. That, and Gwendolyn had a mother fucker of a headache from that teleportation spell. Her anger at Kevin and adrenaline over Devlin being missing were about the only thing keeping her from collapsing to pieces in front of Kevin. But now that the situation was dealt with and Devlin was safe, Gwendolyn could calm down enough to realize that she was in pain.

At least the night air was cool. It was soothing.

She and Devlin walked hand and hand for a couple miles until her headache cleared enough to allow for conversation. "What were you and Kevin doing, anyway?"

"We were getting your revenge for you." Devlin announced happily. "I mean, we didn't do your revenge for you, Dad says its your revenge to take and we couldn't kill him that had to be your choice. But we captured him for you. He was in trunk of Dad's car that whole time you were yelling."

A small stone of apprehension sank into her stomach as Gwendolyn suddenly remembered a conversation with Kevin not to long ago where he wanted to know Michael's full name.'_You need your revenge, Gwendolyn. Revenge is good for the soul._' He had said. But revenge was a bad guy thing and Gwendolyn wasn't a bad guy. So, even if she wanted her revenge, she couldn't take it. Besides, what would hurting Michael really achieve?

"You know you didn't have to do that for me. In fact, _you_ should have. Michael is a very dangerous man. Kevin had no business taking you along to fight him!" Suddenly, she was angry again.

"But I wanted to." The boy told her. "I asked Dad to take me along because I wanna hurt the guy who hurt you. I like you, Gwendolyn, you're the nieces grown-up I've ever met. And you get me. Ben, and Max, and Kai… they're nice too. But they don't really understand me. Not the way you do. Its like we're the same somehow."

Damaged.

They were both damaged. Kevin, too. All three of them were 'damaged goods'.

"I appreciate the thought." She told him. "But killing Michael won't change anything."

"It'll make sure he never does whatever it was in to future to another person." The boy pointed out.

Gwendolyn thought about that for a moment. That, at least, was true. If Michael was dead -or at least, rendered unable to suck life force or energy anymore- then he could never harm anyone ever again. That, would make the revenge less selfish and more selfless. That was a good guy thing. That was something Gwendolyn could do. Maybe after she got Devlin home safe and thought up an adequately plausible story to explain his disappearance, she would give Kevin a call.

Maybe.

...


	17. Satisfaction

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Seventeen: Satisfaction

Darkstar faded in and out of consciousness during the whole trip. He had vauge memories of being slammed against the inside of the trunk when the car suddenly swerved unexpectedly, then more blackness as he was once again knocked unconscious by the impact.

There was the sensation of being lifted out of the trunk and thrown over a muscular broad shoulder, only to be throne into a cargo container. The ground rumbled beneath him like a plane taking off. Climbing higher and higher until he felt weightless. Not a plane then. A space ship. The sudden shift to weightlessness gave Darkstar an unexpected bought of vertigo and he vomited all over the inside of the bag on his head. He would have suffocated, choking on his own puke at the ship's own gravity kicked in at that moment, weighting down the saturated fabric, pulling it away from his face.

Between the rank smell and the unfamiliar gravity shifts, he soon passed out again.

Darkstar didn't reach full and proper consciousness until he was slammed against a wall, his arms shackled above his head, and the bag finally ripped off.

"God! You look even worse than you did before!" Kevin tossed the soiled black bag to the side where is crumpled on the floor in a crusty heap.

"Where have you brought me?" Darkstar demanded. "I demand you let me go right now! I might even be persuaded to forgive this little episode given adequate compensation."

"Compensation?" The other man blinked at him. Then Kevin ran a hand through his main of dark hair and laughed. An honest laugh of amusement. "You're not in a position to make demands. Since you had to ask, I'll tell you: You're in cell, in my headquarters, surrounded by my men, on my station, orbiting Saturn. You are far from Earth, far from your money, far from your house, and far from your harem of dead-eyed slave-girls."

"Why are you doing this?" Asked Darkstar. "Whatever my Little Lovely is paying you, I can make a better offer."

Kevin's lips pulled back in a predatory smile. "What makes you think Gwendolyn is paying me at all."

"You don't do shit for free." The chained man reminded him.

"True." Agreed the Osmosian. "Everything has its price tag, but the currency isn't always cash."

"So, she's paying you in sex." Darkstar assumed. "The little whore."

That predatory smile faded quickly, replaced by a dark scowl that threatened violence and death. But Kevin held himself back. The great and terrible Kevin 11,000 who never hesitated to kill his enemies was holding himself back from striking Darkstar. How very interesting. He was silent for one… two… three beats, getting himself under control.

Finally, he said, "Yes, we've slept together. But that's not why I'm doing this." Crossing the space between them, Kevin leaned against the wall next to Darkstar and turned to face him. "You see, Darkstar, Gwendolyn is raising my son for me. That makes her one of my people, and I may be many things, but I never would have made it very far in this business if I didn't take care of my people."

"Gwendolyn's not one of your people." Darkstar scoffed. "She's a Tennyson for fuck's sake."

"And the Tennyson's are raising my son for me."

To spite his own grave circumstances, Darkstar couldn't help the smirk of irony that graced his lips. There was no love losses between him and the Tennysons. There was once a time when they were allies, fighting side-by-side against the Highbreed to save the Earth. Him, Ben, and the ever Lovely Gwendolyn. But that was a long time ago. Before the bitch had to go and get herself pregnant. Before Max swooped in and took her away from him. Before he was robbed of the best meal ticket he'd ever had in his entire sordid life. And Kevin had placed his own monstrous, mutant, creature of an offspring within that family.

"Like placing a viper egg in a robin's nest." He smirked.

Kevin did not offer a comment on that assessment. "Gwendolyn has been -remarkably- helpful in this venture. That makes her one of my people. I'm telling you this, Darkstar, because I want you to understand, that this is not business. But its not personal either, you haven't crossed _me_. So I honestly don't care what happens to you. This is that murky, gray arena where business and personal meet. You may not have crossed me, but you have crossed _mine_."

…

Gwendolyn honestly had no idea what to do. What should she do? What was the 'right thing' to do?

All her life, she'd been taught that the 'right thing' was moving on and letting go. Not letting her pain or resentment oppressor her. Don't let her judgment be clouded by hate. Don't let her actions be motivated by revenge. Revenge is a two-headed snake, as you kill your enemy, the other head is poisoning you.

Or so she'd been taught.

But Kevin and Devlin seemed to hold a different view of revenge. 'Revenge was good for the soul.' The exact opposite of everything Gwendolyn had been told her whole life.

_'You need your revenge, Gwendolyn. Revenge is good for the soul.'_ Kevin's words echoed through her head, unable to be denied.

Closure. That's what he really meant when he said revenge was good for the soul. She needed her closure. Kill him or castrate him, like Charmcaster suggested. Either one. Just hurt him. Hurt him as much as he hurt her. Equal trade. Then, and only then, might she be able to truly put the whole thing behind her and move on with her life. If she got some closure. Some revenge…

Devlin walked out of her library, having just finished adding his most recent memory of his father to the lock.

"I'm done." The boy announced. "I didn't know if you wanted to add anything to it too, so I just left everything out." The boy paused, studying her. The brows above his dark blue eyes coming down giving him an expression that made the boy look remarkably like his father. "Are you okay?"

Shaking her head, Gwendolyn offered him a gentle smile. "I was just thinking of your gift."

Devlin instantly perked up. "Are you gonna go take your revenge? Dad's got him stashed up at our headquarters on Saturn Colony."

"I'm thinking about it." She admitted. "I- I'll ned to find some time to get away…"

…

Gwendolyn found her opportunity not long after that. The King and Queen of the Moon were throwing a party to celebrate the birth of their daughter and Ben (as Hero if the Universe) needed to send a representative to congratulate the couple. (Because goodness forbid he go himself and show a little regard for anyone other than himself.)

She put in a polite appearance at the party. Cooed at the adorable little baby with just the slightest hints of pink hair on her most bald head. Congratulated the parents on having made such a beautiful child. Chatted with some of the other guests. Then left. Citing pressing Plumbers' business as her excuse to get away.

Then it was off to Saturn Colony -off to see Kevin and Michael.

It was strange. The two men were so similar, and yet couldn't be more different.

They had similar powers. The power of absorption. The ability to suck out another living things life energy and add it to their own. But while Kevin used his ability to make himself stronger, fiercer, more intimidating, to more easily build his criminal empire. All Michael used his ability for was to keep himself looking young, fit, and handsome. He didn't have any aspirations beyond just staying young and handsome forever. At least Kevin had goals -misguided though they were.

Both men had fathered children that were unplanned and unwanted. But while Michael killed theirs, Kevin stepped up. He never wanted children and never thought he'd have one -he admitted as much to Gwendolyn- but when Devlin was born, he claimed him. Married the boy's mother and took them into the Lock. He wasn't the perfect father, or the idea husband from what Gwendolyn could glean. But he tried. That was far more than Michael ever did.

So similar. Yet so different.

Gwendolyn couldn't help but wonder how things might have been different if it was Kevin who joined them against the Highbreed all those years ago. If it was Kevin driving across the country with them, looking for other Plumbers' kids, fighting monsters and aliens, relying on one another, trusting one another. Would she have fallen in love with Kevin instead of Michael? Would things have turned out differently? Would Devlin have been her son?

That was a startling thought because it gave rise to an uncomfortable revelation. Gwendolyn wished Devlin was her son. Or, more accurately, she wished her baby had been Devlin. It was completely ridiculous, of course. Devlin was to young to be that baby. That baby was gone. Killed by its father.

But… In another world, in another life… If Kevin had been their ally and he was the one instead of Michael…

Gwendolyn pushed the thought out of her mind. That wasn't how things happened and no amount of musing, or wishful thinking was going to change that. Things happened the way they happened and that was that. The most she could do was try and put it past her and move on. To do that, she needed her closure. Her revenge. As Kevin had said, revenge was good for the soul. That was why she came to Saturn Colony.

Trukk met her in the corridor again. "The Boss has been expecting you."

He lead Gwendolyn down the hall, past Kevin's office, to a different section of rooms she hadn't seen before. Narrow doors, set close together, steely and impersonal. Trukk banged three times on the one at the end and Kevin's voice called, "Enter."

The door was unlocked and held open for her.

Gwendolyn stepped into a rather unsavory looking interrogation room. It looked like the inspiration for it had been a mix of Tyrusian, Klingon, and Saiyajin design. With the paneled floor sloping to a drain in the center of the room. A rack on the wall to one side held an assortment of exotic but cruel looking blades, pokers, pinchers, corkscrews, and spoons (yes, spoons, because they're blunt and they hurt more). Rusty spoons.

Against the opposite wall was pushed a vacant chair and a table that held a basin of -presumably clean- water, soap, dry hand towels, gloves, goggles, and a bottle of antiseptic. It was in front of this table that Kevin stood, looking a little startled to see her there. Why did he always look startled whenever she came to see him. Sure, Gwendolyn had made it her habit to show up unannounced, but he gave her plenty of reasons to come. Was it really so shocking that she _would_ come?

She ignored him for the moment, however.

Instead, Gwendolyn's attention was commanded by the body shackled to the wall (she refused to call him a 'man' anymore).

"Hello, Michael." She said softly. Paused. Then gave a small smile. "You don't look any better than the last time I saw you."

"_Bitch!_" Darkstar spat at her.

That small smile faltered a little bit, but she was deterred to keep any expression that could be interpreted as weakness onto her face, so she forced her lips to pull back and keep the smile in place. "Maybe. But at least I'm not _your _bitch. Never again."

"When I get out of here, you and Kevin both are gonna wish you'd never been born!" He snarled.

"I'd love to see how you expect to escape this station when I control a third of it." Kevin smirked, not the least bit intimidated by the chained man. He came up behind Gwendolyn, placing one hand on her waist, he leaned in close to her ear and whispered, "Have you ever tortured a man before? Do you need to me explain any of the tools?"

He waved a casual hand at the assortment of blades, pokers and spoons lining the wall, a collection of both terrestrial and alien torture implements.

"I'm trained in kinesiology." She informed him. "I know how to cause someone pain."

He nodded. "Then I'll give you your privacy."

Kevin left. Locking the room behind him.

A silence settled.

Michael glared at her from across the room with his cold, sunken, dead eyes. Gwendolyn peered back at him, not quite sure what she was supposed to do now. True, she came here to seek her revenge -her closure- but in all honesty, Gwendolyn was not a maliciously violent person by nature. She could right in self-defense, and she could fight to protect others. She could attack an enemy preemptively to prevent them from hurting either herself or someone else. But she never attacked or caused pain simply for pain's sake.

She supposed she could just go ahead and just kill Michael outright. As quickly and humanely as possible. To keep him from doing the same thing he did to her to anyone else. Just like Devlin suggested.

But then… she knew that wouldn't satisfy her. Not really.

Not knowing what else to do, Gwendolyn pulled the lone chair away from the wall and set in front of where Michael was chained. She sat down, resting her chin in her hands. "So. Here we are."

"Don't try and commiserate with me like we're still important to each other!" Michael snarled at her, pulling on his shackles, making the metal rattle against the wall. "You may not have been keeping gip with me, but I've been sure to stay informed about you -and how much of a _slut_ you've become! Fetishists, aliens, and closeted fags, you'll spread your legs for anything, won't you, Little Lovely?"

She pursed her lips. A retort on the dust of escaping, but Gwendolyn thought it would sound to indignant and she was not about to become indignant in from of him.

"And I hear your fucking Kevin now too. Tsk, tsk, tsk. Your cousin's worst enemy…" Then his dead eyes glittered as another idea occurred to him. "You're not banging your cousin, too! Are you?" A derisive laugh. "I wouldn't be surprised if you were. As much of a slut as you've become. You probably don't care what's on top of you so long as its got a dick!"

Tears stung the corners of her eyes at that barb, but Gwendolyn refused to let them fall. She would not cry in front of him. Never again. She would never again show him any weakness her could exploit or use to manipulate her. Gwendolyn was threw being manipulated by men. Never again.

"You're one to talk." She spat back. "I may not have been stalking you like you seem to have been doing with me, but I at least know about your _harem_. All those pretty, young, foolish girls you've taken in with your money and sophistication. You don't care who they are or where they came from so long as they're pretty enough to amuse you and young enough to be manipulated. If I'm a slut then so are you!"

"No." He disagreed, smiling a smirk of triumph to spite his chained state. "You see, because I'm a guy. I can fuck whoever I want, as often as I want. Its my male privilege."

"Asshole. That's not a thing." She growled back.

"Sure it is!" He insisted.

Gwendolyn took a deep breath. He was baiting her. Trying to get her dialed up and angry so that she didn't think straight. Goad him into fighting her, of something, so that she'd have to unlock the shackles and let him out. Michael Morningstar was a master manipulator. She had to remember that and not let him get to her. He was the villain here and she was… she was…

She was here to torture and kill him. Did that not also make her a villain?

No. Because torture and murder weren't her objectives. She didn't come here to practice her sadistic fantasies. She came here from closure. Closure. To finally put their past behind her and move on for real.

With that thought in mind, Gwendolyn sat back down in the chair and sighed. "Why'd you do it, Michael? Really. In hindsight, I see that your were an emotionally abusive asshole and were manipulating me through out our whole relationship. But at the time, I didn't know that. At the time I was happy with you, and I was happy to be having your baby. Why'd you have to destroy all that?"

"You really have to ask?" He blinked at her. "The fact that you would have gotten gross and fat aside, why would I want a crying, stinking thing living in my house taking your attention away from me? You were mine, Little Lovely, and I don't like sharing my things."

"Not even with your own child?" She asked, voice just above a whisper.

"This whole idea that children should be the most important thing in a person's life is terribly dated." He informed her in a 'holier than thou' voice.

Gwendolyn shook her head. "You really are a monster."

"No more or less than any other monster you've fucked over the years."

For a moment, her mind flashed to Kevin. Kevin who was definitely a monster too. Kevin who ran one of the largest smuggling gangs this side of the galaxy. Kevin who controlled a third of Saturn Colony through intimidation and extortion. Kevin who sold weapons to warlords, put guns in the hands of child-soldiers. Kevin who bribed, stole, cheated, and murdered people. Kevin was indeed a monster.

But unlike Michael, Kevin was made a monster by circumstance. Michael was made a monster by choice.

Gwendolyn could see the struggle in Kevin. Not always, and never very clearly. But it was there. He wanted to be better. He wanted to be good. He tried -sometimes. But he didn't really know how. When he got his lover pregnant, he didn't tell her to abort it, or dump her to fend on her own. Instead he married her, claimed his child, and tried to give them a comfortable life within his more than considerable means. He just didn't know how to be either a husband or a father. The fact that his son was born… with special needs, lets say, didn't help matters much either.

He didn't know what to do about the emotional damage his wife did to their son. She gave him the same scornful treatment about his own mutant form, but Kevin tried to ignore it, not let it bother him. He assumed Devlin would do the same and ignored the problem. When the problem didn't go away, when it just got worse to the point that Devlin ran away to Earth to try and rescue him from the Null Void, that's when Kevin realized he needed to do something. And he did do something. True, it would not have been the action Gwendolyn would have taken, but he was doing what he felt he had to in order to protect his son.

Kevin didn't know how to be a good person or a good father. But he was trying.

And that's more than Michael ever did.

"You're just a different kind of monster." She nodded.

Then, thinking of Devlin, Gwendolyn made a decision. _'It'll make sure he never does whatever it was in to future to another person.'_ Those where the boy's words to her about Michael. If Michael was dead -or at least, rendered unable to suck life force or energy anymore- then he could never harm anyone ever again. That was the closure she wanted. That was the revenge she wanted.

Standing from the chair, Gwendolyn crossed the room to the wall displaying all the diverse and creative looking torture devices. From the wall, she selected a spoon. A common-looking, household-like, pudding spoon. With a rusted edge.

Spoon in hand, she crossed back to Michael, and leaned against the wall next to him, their faces almost touching. "I want you to know, I'm probably really going to enjoy this. But I'm not doing it to be a sadist. I want you to understand, I'm doing this because you're an evil asshole and I can't let you do to anyone else what you did to me."

"Well then, whatever you're going to do, you should have done twenty years ago." He said as if he still had the upper hand in this conversation. As if he wasn't helpless, chained to a wall, with the woman he scorned and disgraced leaning next to him holding a weapon.

"I know." She agreed. "And its my fault for being so slow to act. But I'm acting now. That's what matters."

That said, Gwendolyn reached up to peel away one of the pieces of duct tape covering the round, leech-like maw in his palm. This dark liquid oozed from between the needle-like teeth and dripped down his palm, over his elbow, and onto his patch bald head. She wasn't expecting his suckers to be that gross in his energy starved state. The last time she saw them open and exposed, they were clean, the teeth white, the lips (if 'lips' was even the right word) were plump, healthy and moist. Now it looked like an infected wound.

Taking a deep breath, Gwendolyn composed herself. When she was sure her nerves were once again under her own control, she jabbed the blunt rusty spoon dead center into the maw.

Michael gasped in discomfort and a little surprise, but didn't seem to be otherwise bothered. "And what are you doing, exactly?"

"I'm not exactly sure myself." Gwendolyn admitted. "What happens when I do this?"

She fitted the edge of the spoon between two needle teeth and twisted. The rusted edge of the spoon dug into the gums of his maw, carving one tooth out of its socket. Blood oozed from the fresh wound. Thick dark blood that did not look healthy. The second tooth, the one behind the spoon was cracked in half with an uncomfortably loud and brittle sounding _snap_.

Michael howled in pain.

Blood from his hand trickled down his arm and onto his head. Thick and dark. It flowed freely from his hand, so much that it dripped all the way down his face, giving a new horrifying level of gruesome to his already grotesque appearance.

"Ahh! You fucking whore!" He screamed. "You cunt! When I get out of this, you'll wish you never met me!"

"I already wish I never met you." She informed him calmly. Feeling a strange sense of calm she didn't think was actually possible until this moment. To spite all of his goading and his threats, Michael was chained up. Chained up tightly thanks to Kevin and couldn't escape. Couldn't do anything to her unless she let him. She had all the power here. She was safe. She could do anything she wanted. With that realization came a calmness of mind and a clarity of purpose.

Yes, she was doing this so that he could never do the same thing to another woman like her. But that was only surface reasoning. Her real reason, the reason her clarity of purpose showed her was far baser, and far more visceral than that. She wanted to hurt him. Plain and simple. She wanted to hurt him as much as he hurt her. But it wasn't revenge. She didn't want revenge. She wanted _satisfaction_.

Not closure. Not revenge.

Satisfaction.

"Yes… Cry more." She cooed at him, using a voice she thought she only reserved for her lovers in the bedroom. Thick and heady, promising arousal and pleasure. She felt no arousal and certainly wasn't going to be giving out any pleasure. It was that voice that escaped her lips.

"What-" He blinked at her through his own blood dripping in his eyes. "_What's wrong with you!?_"

"Nothing's wrong with me." She purred, rather enjoying the look of alarm that was quickly melting in to panic of his deformed face. "I am what you made me."

She dug the spoon back in his hand, breaking and carving out more teeth. Causing more blood to gush from the wound.

Finally, when there were no more needle-like teeth left in the leech-like maw, she scrapped the hole out to make sure he hadn't missed anything. Then, she set the spoon down on the table next to the basin -she did not wash it- and walked back over to the wall of tools.

This time, what she was looking for exactly wasn't there, so she had to improvise. One of the smaller needles would do, and a piano wire probably meant to be a garrote could substitute for thread. Her makeshift tools in hand, Gwendolyn set to work sewing the maw shut.

Stabbing his hand with the needle, not really caring how deep she went, how wide or how close together she made the stitches. Or that the needle she was using wasn't meant for sewing and so had not hole to stick the wire through. Instead, she just tied the wire to the end, the knot pulling on his flesh every time she pulled it through. Each stitch was accompanied by a fresh scream from Michael. Each scream was like a satisfying symphony to her ears.

Who knew being a sadist could be so satisfying?

Was this why the really bad, bad guys were so hard to rehabilitate?

When she was done, she pulled on the piano wire, pulling the stitches tight, pulling his bloody and inflamed skin together. Michael had stopped screaming, his head hung. But he was still breathing. He was still alive.

Gwendolyn grabbed a tuft of his brittle hair, lifting his ear up, she forced him to look at her.

"Michael…" She whispered, like a lover. "You can't pass out yet, Michael. I still have the other hand to do…"

...


	18. Tentacles

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Eighteen: Tentacles

Kevin honestly wasn't expecting much from Gwendolyn when he left her alone with Darkstar. For as long as he'd known her, she had been kind, noble, and empathetic. Three qualities that were detrimental to the torture profession. So, when he closed and locked the door behind him, he waited out in the corridor expecting her to lose her stomach quickly and ask him to take Darkstar out and dump him somewhere out-of-the-way.

That did not happen.

At first, things inside the room were very quiet. The rooms in this part of the station weren't exactly sound-proof. But they were still metal walls with metal doors, so soft conversations didn't really pass through easily. Kevin assumed the silence meant Gwendolyn was trying to talk to him. Get Darkstar to see the error of his ways. Get him to feel remorse for what he did to her. Get him to change. Or whatever other soft-hearted bullshit she believed.

Kevin got board and impatient.

But just when he was about to lose interest and walk away, leave someone else to guard the cell in case Gwendolyn needed something, he heard a scream.

Kevin froze. Panicked for a moment that maybe Darkstar had gotten free -or that Gwendolyn in her infinite mercy had freed him- and he attacked her. But it was not a woman's scream that penetrated the metal of the door. No. After taking a moment's pause to actually listen, Kevin realized that it was a very _male_ cry of pain. Gwendolyn had started her revenge, and from the sound of it, she was not squeamish.

A smirk of pride creeped its way onto Kevin's lips. Gwendolyn was unexpectedly well suited to this life. She would have made an excellent Underboss. Such a shame she remained loyal to Tennyson. With her cousin she was stifled and repressed. But if she was with him… Kevin would make sure she flourished.

He stood there, listening to Darkstar's cries peatier out into whimpers and groans before they became to soft for Kevin to hear.

Then, after it had been quiet for a while, Gwendolyn banged three times on the door for it to be unlocked and her to be let out. Kevin opened it, but she didn't come out.

Instead, she poked her head through the opening and asked, "Do you have anything to keep a person conscious? Any stimulants to prevent them from passing out?"

He stared at her, shocked. Kevin 11,000 was a bad person and generally assumed that everyone else in the universe was some version of a bad person as well. But to actually be confronted with a woman he had always imagined to be 'above all that' surprised him. He never would have imagined Gwendolyn Tennyson would be the type to take pleasure in causing pain. To want to keep her victim awake longer so that she could hurt him more. So that he couldn't even retreat into unconsciousness to escape the pain. Kevin never would have thought that about Gwendolyn. But here she was, asking for just that. Keep Darkstar awake so I can hurt him more.

A normal person would he horrified by her request.

Kevin only looked at her and saw a piece of himself. A kindred spirit. She was so different from him, yet they were exactly the same.

"I'll have something brought to you." He nodded. "Do you need anything else?"

"Another garrote wire, please." She nodded. "And a sewing needle. A real sewing needle. I've got some small detailed work to do…"

That was an odd request. She was… _sewing_ in there? Kevin couldn't imagine what or why, but he nodded all the same. It was her revenge and he knew as well as anyone that different people took their revenge in different ways. Whatever they needed to put it behind them. Whatever they needed to move on. Whatever they needed to be satisfied at the end. "I'll have it brought with his stim injection."

…

It was much longer after the stimulant injection before Gwendolyn came out again.

This time, Darkstar's screams did not subside or peatier out into groans and moans. And he started to beg.

_"Please, my Lovely, stop!"_

Kevin had to smile at that. Gwendolyn was doing far better than he ever imagined she would.

_"You're done! You've done them both! Please… Gwendolyn!"_

He didn't know why he might listen to Darkstar's pain panicked babble, but at that, Kevin straightened, ready to unlock to door again and let Gwendolyn out. But she didn't ask to. There was no knock on the door to request exit. Instead, Darkstar continued to cry.

_"Wha-what are you doing now?"_

A pause that might have been filled by Gwendolyn speaking, only it was to soft for Kevin to hear.

_"No! No! Please, no! Ah~h!"_

Kevin was very curious to know what it was exactly that she was doing to him in there.

…

Finally, she came out.

Hards covered in blood. Chin and cheek spattered with their own measure of blood. Clothes ruined. She might have looked like a horrific mess, were it not for the contented smile on her face.

She looked up at Kevin as if seeing him for the first time. "This is what it feels like to take revenge…?"

"How do you feel?" Kevin asked, unsure of how to answer. She looked so beautiful covered in blood with that expression on her face. Like she was mentally or emotionally exhausted, but more stable and at peace than she's been in a long time.

"Good." She nodded. "I feel good. Satisfied." A pause. "But I would like a shower."

"You can use my private bathroom." Kevin said, putting one arm around her. "Come with me."

Michael sobbed behind them as Kevin lead her away, the only indication that the man was still alive. Kevin was curious what Gwendolyn did to him, but he also wanted to get her safe and locked away in his bedroom before he sent the boys to clean up. Even after all she did to him, and all he did to her to deserve it, she still left him alive. That meant that there was still enough goodness -weakness- in her to not want him dead. So Kevin wanted her out of the way when he finished the job and disposed of the body.

Kevin lead her to his bedroom.

Flicking the lights on, he crossed the space to the adjoining bathroom and began running the shower for her. Showers -and bathrooms in general- in a space station were designed differently than terrestrial showers on Earth. On Earth gravity was a constant. It was always there and it was always the same force. On a space station like Saturn Colony, the gravity was dependent on the rotation of the station's rings. If one stopped spinning, the gravity went out and anything not bolted down was assent careening through the air until in impacted another body.

Not a very pretty thing if a person happens to be using the bathroom when the gravity goes out. So, all space toilets and showers were designed with this eventuality in mind.

While Kevin fiddled with the shower for her, Gwendolyn started stripping silently. Casting off her bloodied clothing and letting it crumple on the floor in a soiled heap. Even if they were cleaned, she didn't think she would ever were them again. They were tainted with Michael's blood and she didn't want it. After so long of having him hanging over her head, Gwendolyn was finally ready to let him go. Michael was in the past. It was over. Finally, and truly, over.

She closed her eyes to savor the moment. One hand unconsciously drifting over the mark on her belly and tension she didn't even know she'd been carrying around these past twenty years washed off of her. Swept up and lifted away by not only the knowledge that Michael was gone and could never hurt her or anyone else again, but also the fact that she had done it herself. An unfamiliar sense of relief permitted her whole body. So strong was the feeling that tears of release beaded in the corners of her eyes.

Kevin finished with her shower and turned around. He froze when he saw her tears. Did it just sink in that she tortured a man to the point of begging for mercy? Was she horrified at herself? Did she hate him now to encouraging her to do this?

"Gwendolyn." He wrapped his arms around her naked body. Pressing her head into the chest of his proto-tech armor. "Are you alight?"

She smiled into his chest. A true smile of real satisfaction. "Yes." She whispered into his armor. "I've never been more satisfied in my life."

Gwendolyn pulled away from him, enough to slip out of his hold and around his body to the warm and inviting shower. She closed the shower door, but did not adjust its transparency for privacy. Gwendolyn remained on full display to him while she stepped into the spray. The warm water running over every curve of her body. Her wet hair plastering to her back and her breasts. She selected a body wash from the shower caddy and began lathering up her breasts.

Kevin just stood there for a moment. Appreciating the view.

Gwendolyn was a very attractive woman.

She paused long enough to give him a playful, teasing look. "Will you still be there when I get out?"

That started Kevin from a sort of daze. He was dazed by the woman. A strange blend of selfless and innocent, but also vengeful and jaded. She was everything Kevin ever imagined in his fantasy of an ideal, perfect woman. And a red-head! He wanted nothing more than to just stand there and appreciate her wet, glistening beauty. Slick with soup.

Unless she invited him to join her. Kevin wanted that too.

But he also wanted to know what she did to Darkstar. How her revenge manifested.

So, he said, "I have Boss-things to attend to. But they shouldn't take to long."

"Hm." She turned her back to him.

Kevin left the room and returned to the interrogation room. Trukk was already there, hovering outside the room with two other guys in clean-up suits. The locks they wore around their necks proclaimed them to be a Three and a Five.

"What are you doing just standing out here?" Kevin demanded in his best 'I'm the Boss' voice.

"Its… what she did to him- uh, Sir." Explained the Five.

"As men, its… a little hard to stomach." Elaborated the Three.

Kevin raised a skeptical eyebrow. The couldn't possibly be anything Gwendolyn Tennyson could do that's any worse than something a member of his own gang could do. There wasn't any mutilation or cruelty she could come up with that he, Kevin, wouldn't already know. And no one in his gang ever had a problem cleaning up after him before. So what was the hold up?

Then Trukk blurted it out in that blunt, straightforward way of his. "_She sewed the tip of his dick shut!_" Then a bit more hysterical. "_She sewed his dick shut!_"

Equal parts skeptical and curious, Kevin turned back to the cell and stepped inside to look over Darkstar more thoroughly.

The leech-like maws in the palm of each hand were sew shut in uneven stitches. Blood oozed not only from the stitches themselves, but also from between the sewn together lips of the suckers. Kevin found himself giving a small nod of approval. That was certainly a type of revenge he could imagine Gwendolyn administering. Something that would hurt him enough to satisfy her darker and more jaded side. But also a prudent move to ensure that he never did the same thing to anyone else ever again, to satisfy that naive and all-loving part of her that believed in mercy, justice, and light.

Then Kevin's eyes trailed downwards and he rather lost his stomach.

Darkstar's pants had been unfastened and pulled down to his knees -underwear- leaving his cock and balls out and exposed. Or rather, what was left of them.

Where once, Kevin was sure, there had been a semi-normal set of human male testicles, was now a bloodied mess of… pulp. It looked like Gwendolyn cut into his balls and kept cutting until there wasn't and ball left to cut into. Judging by the curfmarks, it was a small blade with a cerated edge. Something that couldn't make big cuts or go to deep. She would have had to rake the blade of her sensitive skin over, and over, and over again to get this kind of damage. It was safe to say he wouldn't be fathering any children ever again.

Then Kevin saw what Trukk had been ranting about.

Above the bloody, pulpy mess of former testacles, dangled Michael's mutilatd penis.

The foreskin was held back and out of the way by a long bloody needle. It stuck in one side of his shaft and straight through out the other. But that was not the bad part. The foreskin was held back to allow access to the tip. The tip that had been sewn shut. The urethra, the opening at the head of the shaft, was bound shut and bloodied with course piano wire. Even if he did have working balls still, Michael would never cum again. Hell! He'll never piss again either!

Kevin felt his bile rise and he took a step back.

He was not going to throw up! He would not puke in front of his men! Kevin 11,000 was not going to show weakness!

But as a man, it was hard not to look at the manage done to the other man's organ and not feel almost uncontrollably sick.

Putting a hand over his mouth, Kevin took a deep breath to compose himself. He was not about to let himself hurl. No wonder the guys were so reluctant to come in a clean up. When the Osmosian was finally sure he got himself under control, he turned back to him men. "It is a bit unsettling. All the more reason to get it out of here."

"He's still alive." Said Five.

That's right. Darkstar had been whimpering when Kevin lead Gwendolyn out. He was still alive.

But what kind of life was that? Without a dick. It would have been kinder if Gwendolyn had killed him.

"Put him out of his misery and toss the body out an airlock." Kevin commanded. As a man, he could show Michael at least that small mercy. Who would have thought that Kevin Levin could be more merciful than a Tennyson?

But then, didn't that just mean that Gwendolyn was more like him than she was like Benji? Gwendolyn belonged with Kevin. Not the idiotic Hero of the Universe.

…

Gwendolyn felt amazing.

Like all the regret, sadness, and tension of the past twenty years was being washed away with Michael's blood.

She spent almost every moment since leaving Michael making sure she would never be tied down. That she would never be bound to another man the same way she was bound to Michael. But for the first time since actually leaving him, Gwendolyn finally felt unbound for real. For the first time, she truly felt like she wasn't tied down anymore. That she was free.

Turning off the water, she stepped out of the shower and stood naked in the bathroom.

Kevin hadn't left a towel or anything for her. Did he expect to be back before she finished her shower? Did he want to come back to find her still wet and naked? Since he did this for her -bringing Michael in so she could have her revenge- did he plan on demanding sex in return? He didn't have to. Gwendolyn wasn't shy about having sex with him. Kevin was rather very good at it.

She smiled, indulging in the memory of Kevin's fat hard dick. Swollen and drooling for her. Jutting up from a forrest of dark curled pubic hair. And it felt so good inside her. So thick and full…

Gwendolyn was already wet from her shower, but now she was quickly growing _wet_ for other reasons.

Still dripping water, her hair sticking to her skin -curling around her breasts- Gwendolyn crawled onto Kevin's bed and laid on her side. She reached a hand down and parted her wet red curls. Her fingers came back slick and she gave a self-deprecating laugh. What a messed up person she was.

She just finished torturing a guy, and immediately after, she gets fucking horny and starts fingering herself on someone else's bed.

Maybe Michael wasn't quite so wrong. She really was a slut.

But was that really such a bad thing?

Gwendolyn pressed a finger between the lips of her labia and let out a moan.

No. There was nothing wrong with being comfortable and confident in her own sexuality. If that mad her a 'slut', then being a slut was a complement.

She wiggled her fingers around inside. Hitting all the spots she enjoyed so much. She knew what she liked. But Kevin's dick was so much fatter than her fingers and could hit almost all her spots at the same time. Gawd! She wanted to be fucked by his thick Osmosian dick! She wanted to be fucked by his strong monster tentacles too, but he seemed consistently reluctant to transform for her.

"Oh… Kevin, I need your cock…" She moaned to the empty room. Rolling over onto her back. Spreading her legs wider, sinking her hand in deeper. "Kevin…"

"Oh! Wow. Hi." Kevin's voice sounded startled and Gwendolyn looked up to find him standing in the open doorway. A door he quickly shut behind him upon seeing a naked woman, her legs spread, and her pussy wide open, sprawled on his bed. "I was not expecting to come back to this."

Startled, Gwendolyn straightened. Climbing onto her knees to look at him plaintively. Her cheeks colored a delightful shade of pink. She was embarrassed. …But her fingers were still sliding in and out of her. She might be embarrassed, but not really embarrassed enough to stop fucking herself in front of him.

"I, uh, I got lonely waiting for you." She said by way of explanation. "If… if you're offended, or if you don't have time to right now I'll just go."

"No." He was quick to say. He did not want this beautiful, naked, horny woman to leave. But at the same time, Kevin was having trouble reconciling the lustful sex-goddess before him with the sadistic monster that sewed Darkstar's dick shut. "I just… need a moment to freshen up."

Kevin disappeared into the bathroom.

He braced his hands on the sink and took a deep breath. It was an incredible surprise to come back to his room and find Gwendolyn masturbating on his bed. Not just on his bed, but moaning his name as if begging for him to appear and replace her hand with his dick. He went rigid the moment his eyes registered her wide open legs. So wet with arousal already… Just gushing with juices he wanted to lap up and drink down.

There was nothing more satisfying that a woman who enjoyed sex -except, a woman who enjoyed sex with_ you_.

But she also used to like having sex with Darkstar -and look what she did to him.

Then again, Darkstar did do a lot to earn that punishment. Kevin would just have to be sure not to make the same mistakes. That would be easy considering Darkstar's particular mistakes were ones that just weren't in Kevin's personality type as a general rule.

That thought in mind, he walked back out into the bedroom and began stripping off his proto-tech armor.

"You're insatiable, Gwendolyn." He said with a smile then had a bout of deja vu when he felt like he'd just repeated himself.

_'You're insatiable.' He muttered back, laying o the floor of his office. _

_'You could satisfy me.' Gwendolyn whispered, her body pressed against his. _

And Kevin couldn't help but feel a rush of male pride. He could satisfy her. With his mutant form. He was the only man in the universe that could satisfy Gwendolyn Tennyson. And that knowledge brought him more satisfaction than any orgasm ever could. He was a fucking god! All he had to do was transform. Kevin's lips curled up in a smile.

"I'm so proud of you, Gwendolyn." He whispered as he shrugged his shit off. "I never would have expected a Tennyson to to be capable to taking your revenge. Never mind the way you did it."

The boots came next. Kicked off his into a corner. Then the pants were unbuckled and slid off his narrow hips.

Gwendolyn rolled over on the bed to look at him, the move shifting wet hair, making her look more wild. Feral. "Does it bother you?"

"No." He assured her. Completely naked now. "No, it was fitting." -And terrifying.- "Now we're even. I don't owe you anything."

She offered a confused pout.

"So, what I'm gonna do for you next isn't payback."He continued. "This is gift."

"A gift?" She blinked.

Kevin smiled, showing his canines that were quickly growing sharper and longer as he began his transformation. Wings sprouted from his back. His spine elongated into a tail. Extra arms appeared. The arms he already had changes shape and texture. And from the base of his spine grew four long Null Guardian tentacles.

"Four fat gifts for you." Said Kevin 11,000.

Gwendolyn's eyes lit up with excitement and anticipation. She honestly never expected him to consent to letting her ride his tentacles. She licked her lips with anticipation. They were so thick. All full of taught muscle. She wanted them ben before she'd ever seen them. Since the kids first mentioned his tentacles over dinner.

"Oh, yes! Please fuck me with your giant monster tentacles!"

That flaming skull-like face of his cracked into a grin. She was the only woman he'd ever met that, not only wasn't put off by his monster form, but actually liked it, wanted it, lusted after it. Enthusiastically. "Crawl over here and beg me for them."

He expected her to argue with him over it. Challenge him and say he should come over to her and start pounding her insides hard and fast, just the way she liked. After all, Gwendolyn might be a beautifully wet and impossibly insatiable sex fiend, but she also delighted in frustrating him to no end. But she didn't this time. This time, she crawled off his bed and -on all fours- padded on her hands and knees over to Kevin 11,000.

She knelt down in front of the closest tentacle and started licking it as enthusiastically as if it were an actual penis. "You have no idea how much I've wanted to get fucked by these."

Gawd! She looked so fucking hot on all fours, her ass up in the air and wiggling as if begging for a dick. Mouth hanging open. Tongue licking languishingly up one of his limbs. It made Kevin's actual cock so freakin' hard. He stroked himself with his Galvanic Mechamorph arm while watching her shake her ass and drool all over his tentacles.

"You wanna get fucked by a monster?" He teased. "Say it. Say you wanna get fucked by a monster."

She lifted her head, looking up at him with tongue hanging out slightly, a single strand of saliva dripping from her exposed tongue to half-way up his tentacle. "I wanna get fucked by you." She moaned. "I wanna get fucked by a giant mutant monster named Kevin E. Levin!"

He thought she would sound hot begging for monster cock. But then she had to go and say his man and Kevin's brain checked out completely. "_Oh, I am gonna plough the hell out of you!"_

Wrapping two tentacles around her ankles, Kevin lifted her off the floor -upside down. Her legs spread. Wet, sticky pussy wide open for him. A long, alien tongue slithered out from between his teeth and licked up her open slit. Tasting her thick, heady juices. Kevin loved her juices. So warm. So savory. And flowing so freely. That was the best part of all. Not that she was horny and receptive, but that she was horny for _him_.

"Please…" Gwendolyn moaned with every stroke of that log alien tongue of his. "Stop teasing me! I want it inside!"

So she'd been saying for months now. Maybe it was time he finally gave her what she wanted. A thick, muscly tentacle shoved inside her. Smirking at how gratifying it really was having a wet, open woman begging for him to fill her, Kevin lifted a third tentacle and impaled her waiting and receptive core with it. Plunging deep into her. As deep as he could go before impacting on the opening to her cervix.

Gwendolyn gasped and moaned.

Kevin wiggled around inside her. He'd never used his tentacles for this before. Hell! He'd never even had sex in his mutant form before! And so he wasn't really quite sure what to do. But Gwendolyn seemed to be enjoying herself, so whatever he was doing he must have been doing it really well.

She moaned, and keened. Wiggling her hips as he wriggled his tentacle inside her. Gasping and groaning in time with their motions. Her wetness dripping down her butt to soak into the bedroom carpet. Kevin felt her muscles tighten around him and she let our a thick and heady cry, her whole body trembling.

Kevin wrapped mismatched Vulpimancer and Tetramand arms about her, holding her lithe body close to his mutated one as she trembled, mouth hanging slightly open, and panting hard.

"Why, Gwendolyn Tennyson, did you just cum?" He asked. "Just from me putting my tentacle inside?"

"M-more." She begged into his chest. "I need you to fuck me more."

"That's right…" Kevin smirked. "You like being double stuffed."

The fourth tentacle came up and pressed its way in alongside the first. Forcing her already open pussy wider. Stretching her. Rubbing tight against the walls of her insides. Hitting all those lovely nerves she just couldn't get with her hands alone. Gwendolyn moaned in ecstasy, screaming his name, and bucking her hips. Trying to ride the fat tentacles filling her -though, with Kevin still holding her ankles, she couldn't get any leverage.

Kevin loved watching her write with pleasure because of him. Writhe in the pleasure he was giving her. There was no grater gratification than banging a woman so thoroughly she lost all sense and only cared about her driving need to cum. And cum from the sensation of Kevin's body invading and violating hers.

It was a real shame his tentacles weren't penises. The way she kept trembling and tightening around him… It would feel even better around his dick. So wet. So warm. So slippery. So tight.

She liked being stuffed.

She liked being so full of dick it spread her open and stretched her pussy.

Kevin licked his lips.

Still holding both her ankles in his other two tentacles, and still with his mismatched arms wrapped around her, Kevin lowered Gwendolyn down onto his stiff, erect penis.

It was a tight squeeze with his two tentacles still in there. Such a tight squeeze!

But so wet and slippery that the tightness felt good.

He slid into her warmth. His own tentacles pressing around him.

"Oh, gawd~!" She moaned with three fat things in her now. "Oh, gawd, I'm gonna cum! I'm gonna cum from monster cock!"

"You've been cumming this whole time." Kevin muttered into her ear. He was gonna cum too. And he only just slipped inside her! Where had all his stamina gone? Or did this form just not have stamina? Was having sex in his mutant form like losing his virginity over again? If so, he was glad it was happening with a woman like Gwendolyn.

She clawed at his chest and shoulders. Pressing her sweating, trembling body against his. Flattening her breasts against his chest. She screamed as a violent climax rocked her body, her muscles tightening, as moisture gushed from her thoroughly stuffed, and open hole.

Kevin wasn't far behind. The force of her orgasm pushing over the edge to his own.

Her body went limp in his arms as every one of her muscles relaxed, melting from euphoria, and she passed out from their exertions.

He wasn't far behind. Withdrawing both his tentacles and his cock from her before sinking to his knees. Kevin managed to hold on to his strength long enough to move them both to the bed and transform back into his human shape before collapsing on the bed and falling instantly asleep.

Kevin never imagined any woman anywhere would tolerate his mutant alien form, never mind actually find it attractive and want to sleep with him in it. But Gwendolyn did, Gwendolyn had. They slept together in his mutant form and it was the best fucking thing ever! It didn't matter that she was his worse enemy's cousin. It didn't matter that she was a Plumber and he was a criminal. It didn't even matter that she could do some fucking terrifying things for revenge.

Gwendolyn was the best thing to ever happen to Kevin. That was all that mattered.

...


	19. Morning After

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Nineteen: Morning After

At first Kevin thought he was enjoying a very vivid wet dream.

He was laying in bed, reclining in the comfort of his mattress and the warmth of his bedding. Drifting in and out of waking.

Something warm and wet was stroking him. Sucking on him in slow, long, deliberate strokes.

It was a lovely dream.

That is, until Kevin's climax woke him fully and he discovered the reality to be far more pleasant and gratifying. Pleasing.

Pulling off the covers, Kevin looked down to find Gwendolyn crouched naked between his legs. His morning wood between her lips, sucking the last few drops of cum out of him. Then she looked up at him, a thread of sticky cum trailing from his tip to her pouty lips. She licked her lips and swallowed. "Mmm. Breakfast."

The Osmosian made a sort of croaking sound and blinked down at her, not quite understanding what exactly he'd just woken up to. Or more accurately, not _believing_ what he'd just woken up to.

Gwendolyn smiled and climbed up his body. "Last night was amazing."

Suddenly, Kevin was feeling a little self-conscious and moderately embarrassed. He'd never made love in his monstrous other form before. No woman had ever been able to stomach even looking at him in it, forget actually being aroused. It was an entirely new experience for him -like losing his virginity all over again- and Kevin wasn't quite sure how to act. "I've, uh, I've never done that with anyone before. Had sex in my mutant form. I didn't… hurt you, did I?"

"Of course not!" She assured him, nibbling on the side of his neck affectionately. Sucking on his skin and nipping a bit with her teeth, Gwendolyn left a love-bite mark on the side of his neck just below where the collar of his proto-tech armor would cover. She rubbed a thumb over the mark, satisfied with her work. "But I am a bit sore, and I really should get going. I don't usually like sleeping over with my friends. The mornings are to awkward."

"Is this awkward?" He asked, running his hands up her smooth curves. Up her butt, over her hips, across her belly, up her torso, to cup her breasts. Gwendolyn had wonderful breasts.

"Surprisingly not." She admitted. "But then, you're probably the only man in the universe I don't have to worry about falling in love with me. You'd never fall for your arch enemy's cousin. And I can't imagine the terrible and fearsome Kevin 11,000 wanting to talk about his _feelings,_ or ask where this 'relationship' is going."

At that Kevin did start feeling awkward. Because he did wonder where this -relationship?- arrangement was going. He wanted Gwendolyn as his woman. He wanted Gwendolyn to be exclusive to him. He didn't want to have to share her with other men. He didn't even care that she was his arch enemy's cousin.

But she didn't want that. She didn't want a stable committed relationship (though Kevin wasn't really sure just how 'stable' a relationship with him could be). She was afraid committing to only one man would tie her down. Revoke her freedom. Put her in a position like the one she found herself in with Darkstar. If Kevin tried to force her to be exclusive to him, he would lose her. As much as he wanted her all to himself, he didn't want to risk losing her. She was the only woman who wasn't repulsed by his mutant form.

She made him feel validated and confident.

That was worth more than having her all to himself.

Instead of commenting, he asked, "So why are you still here? Shouldn't you have slunk off in the night while I was asleep?"

To answer this question, she rolled off him and climbed out of bed. Crossing to the bathroom, she kicked at her bloody and soiled clothes from the pervious day. Clothes covered in Darkstar's blood. "I didn't wanna put these back on, and I figured it was a bad idea to walk out of your bedroom stark naked."

"Point." He conceded. Then Kevin likewise rolled out of bed. Crossing the room, he opened the closet. "I think some of Leeta's old clothes might fit you."

Gwedolyn turned around to stare at him. "You want me to wear your dead wife's clothes?"

"She's not gonna need them where she's gone." Kevin informed her, shifting the dresses and blouses around, looking for something that wasn't leopard print. Seriously. _Anything_ that wasn't jungle print. "And its better than walking around the station naked."

That was a point she had to concede was true. Even if she did feel inappropriate wearing his dead wife's clothes -a dead wife that Kevin himself had killed- borrowing a shirt and skirt just this once was better than walking around Saturn Colony completely nude apart from yesterday's panties, her bra, and boots. "It still feels wrong."

"Then walk back to the port naked." Kevin shrugged. He pulled out a dark green dress, long sleeves with a swooped collar. Kevin couldn't ever remember seeing Leeta in it, not even once. "Or, you could try this on."

Still feeling uncomfortable with the whole idea, Gwendolyn put her bra on and took the dress from Kevin. Stepping into it, she turned around for him to zip her up. It wasn't a bad fit. It wasn't to tight in the shoulders and Gwendolyn had no trouble moving her arms. But it was rather low-cut. Kevin's late wife must not have been as gifted in the bust as she was because the low swooping neckline just barely managed to cover her nipples.

"Its decent enough for me to make it back to my ship in." She admitted. Gwendolyn had spare clothes she could change into in her shuttle. "And its long enough that I don't have to put my dirty underwear back on!"

That gave Kevin a mental image. Gwendolyn with her curvy hips and round ass, walking around Saturn Colony in that clingy dress without panties. "Maybe I should escort you."

She raised an eyebrow at him. "No thanks. I can walk my own 'walk of shame'. I don't need you to hold my hand."

"You're not ashamed of what we did last night, are you?" Kevin asked, suddenly unsure. He'd never slept with a woman in his monster form before. Was she ashamed of what she did? Was she secretly disgusted?

"No. That's just what its called in our patriarchal, slut-shaming society." Gwendolyn reminded him.

"There's no shame in what we do." Kevin sounded a little defensive.

She offered him a self-deprecating smile. "Well, maybe there's a little shame. I mean, we are supposed to be enemies. Enemies don't generally spend their free time fucking each other senseless with wild and crazy alien-mutant sex. If Ben ever found out about us -I actually _don't know_ what he'd do."

Probably just throw a bitch-fit and call her every insult for a free-spirited woman the human race has managed to produce thus far. Maybe even invent some new insults. But that would be about it. Ben wouldn't do anything more than that. They had grown distant enough from each other as it was, and with his marriage ever shaky, a son he didn't know how to connect with, and now an adopted son he didn't even understand, Ben needed Gwendolyn's support. So, if Ben ever found out she was sleeping with his enemy, Ben might call her a slut, but he wouldn't do anything more than that. Certainly he wouldn't kick her out of Plumbers Headquarters.

Kevin, however, having grown up in the Null Void among the scum of the universe, and living in the galaxy's the seedy underworld of crime, jumped to an entirely different conclusion. "You know, if he ever tried to hurt you- -I _would_ kill him."

For real. Not the silly little playing at killing him that Kevin had been doing for most of their lives. If Tennyson ever hurt Gwendolyn, if he ever hurt this wonderful, kind, empathetic, woman who made him feel things he didn't think people like him got to feel, then he would go all out to end Benji permanently.

And he would enjoy it.

"Whoa, whoa, whoa! Who said anything about that!?" Gwendolyn stared at him.

"I protect what's mine, Gwendolyn." He reminded her.

She was about to argue back, but paused. "For the purposes of this conversation, are we using 'mine' to describe me as the woman raising Devlin for you and thus under your protection, or 'mine' to describe me as your girlfriend or mistress? Because one of those is factually incorrect."

Kevin paused. Opened his mouth to speak. Closed it again. Looked away. His eyes were looking down, not at her, when he muttered, "Is it really so terrible? Being my woman?"

And Gwendolyn got the odd feeling that it wasn't actually her he was asking. It made sense, why he would feel insecure or that he wasn't 'commitment material'. From what she understood of his marriage to his late wife, they married out of necessity, not affection. His wife actually hated him. Gwendolyn didn't know much about his other relationships before that, but there couldn't have been many. Kevin always seemed just a little disbelieving or in awe of the fact that Gwendolyn found him attractive. True, that could just as easily be because she was his arch enemy's cousin. But she had a feeling that wasn't the reason.

Crossing the space between them, Gwendolyn wrapped her arms around him, pressing her chest to his back. The magical Heart Shard pendent around her neck pressing into the middle of his back.

"Kevin, this isn't about you." She informed him. "This is about me, and my not wanting to be anyone's woman. I'm sure you must have felt similar before. How many women have you been with?"

A pause. "Are we including you in the count?"

"Sure." She nodded between his shoulder blades.

A longer pause this time. His shoulders tensed and Gwendolyn wondered if he wasn't going to answer this time either. If she was just going to have to watch the play back later when she added whatever memory her question conjured in his mind, into the prison she was building for him. Finally, he answered, "Four."

Her arms dropped from around him and she took a step back, blinking in disbelief. "Four? That can't be right!"

That was way to few! She imagined he hadn't been with many, but she was expecting seven or eight. Not four.

"Four." He repeated, turning around to face her. His eyes were wide and shining with vulnerability, as if the wrong word from her right now could tear him down. Shred his confidence as a man and reduce him to nothing more than an insecure and unwanted child in a man's body. "The woman I lost my virginity to, a grifter who worked with Kwarrel and I for a while, Leeta, and now you. Four."

"Four." She repeated. Still, for some reason, not quite believing it. I mean, he was Kevin 11,000. He controlled the Lock Eleven. The most powerful smuggling gang in the Sol System. He had power, influence, and money. Logically, that would dictate that he would have no shortage of women clamoring to warm his bed, if for no other reason than the hope that he might shower a portion of that wealth onto them. "Just four. You're sure? You're including one-night-stands and fuck-and-chucks too, right?"

"I don't do one-night-stands or fuck-and-chucks." Kevin informed her, sounding insulted. "When I sleep with a woman its because I-" love her "-respect her. You don't chuck a woman you respect after you've had sex. Sexual conquest is empty."

It was hard enough finding women willing to sleep with him. Whenever Kevin did find one, he held on to her and held on tightly.

"So, only four, huh." Gwendolyn repeated, still in awe. "Wow."

"Why?" He asked, turning her own question back on her. "How many have you slept with?"

"More than four." That was for sure.

"You don't need to give me a number." Kevin informed her, thinking that might make her more comfortable. "Just a general ball park."

"Okay. It is definitely less than a ball park." Gwendolyn announced.

Kevin looked horror struck and she couldn't help but giggle at the expression. Who would have thought that Kevin 11,000 not only had a basic respect for women, but was also a bit of a helpless prude when it came to promiscuity? It was actually kinda adorable.

"Oh, Kevin, you are just to cute!"

…

Kevin did end up walking her to her ship. But not because he worried for her walking alone in a dress that showed off her breasts and hugged her hips in a way that made it abundantly clear that she wasn't wearing underwear. But instead, just because he didn't actually want her to go and wanted to enjoy her company for as long as she'd let him.

"Wanna get something to eat at Rick's?" He asked. "I'd be a pretty terrible host if I didn't give you a meal before you go."

It was a tempt offer. Gwendolyn hadn't eaten anything the previous night. The emotion and release of finally gaining satisfaction over Michael pushed the idea of food from her mind entirely. But after that particularly strenuous bout of sex with Kevin -and his tentacles!- Gwendolyn's body was starting to feel the lack of nourishment. But… "I have to get back to Earth. Ben will be wondering where I am."

At the mention of his enemy's name, Kevin bristled. "Tell him you had engine trouble."

She paused, thinking. "No… I think I used that excuse already. If I'm always having engine trouble, he might get suspicious. I should just go."

Kevin didn't want her to go. He wanted her to stay with him. Leave Tennyson. Leave the Plumbs. Stay with him. Join the Lock. Be his woman. "When will I see you again?"

Gwendolyn smiled at that. He might be well into his forties and an intergalactic terror in his own right. But when he asked that, Kevin sounded so much like a self-conscious and insecure teenager just discovering girls for the first time. So vulnerable. Kevin really was a complicated blend of contradictions. No wonder things with his wife went so terrible. She probably never understood him. (Not that Gwendolyn was claiming to understand him, just admitting that he was complicated and hard to understand.) But that complex blend of contradictions was one of the things that made him so attractive to her. He was interesting. Interesting men were sexy.

That, and his tentacles were a giant mark in his favor. Four, thick, giant marks in his favor.

Gwendolyn was still a bit sore.

"I don't know." She finally answered. "Devlin's next deadline, I guess."

"Before that?" Kevin asked, hopeful.

"Probably not." She shook her head. "I do have an actual job that I need to maintain, and it would look suspicious if I'm always traveling all the way out to Saturn in my free time."

"I'll come to Earth." Kevin vowed.

She looked at him skeptically. "Don't you have a job too? Not that I'm trying to encourage your illegal dealings or anything. But Devlin says that you're always so wrapped up in the Lock that you were never around when he needed you. If you wouldn't put off work for your son, why would you put off work for a booty call?"

Because she was more than just a booty call to him. But Kevin didn't know how to say that. He never really was good with expressing his feelings -especially not in words- and he was afraid of sounding stupid. He didn't want to scare her away. Instead, he said, "The next time I see you, bring Devlin. I- I wanna try being a better father to him. Would you help me with that?"

Gwendolyn did not even hesitate when she replied, "Well, the first thing you can do to start trying to be a better father is stop using him as a spy! He's a child, not a hardened criminal. You're forcing him to do something that he has neither the training or the emotional maturity to do!"

"Excuse me!" Kevin shot back. "But as I recall, it was _your_ idea I use my son as a spy in the first place! If _you_ hadn't suggested it, I would have brought him back home right then and there."

"I didn't actually think you'd expect a child to preform at the level of someone in your gang!" She admitted.

"Devlin is in the gang." Kevin announced. "He's been a member of the Lock since I realized he was mine and claimed him. Haven't you ever wondered why he always wears one of my padlocks around his neck? Its not a fashion statement. He belongs to the Lock."

"That's horrible!" Gwendolyn gasped. "You never even gave him a choice? Don't you have some rule about never being able to leave the gang? Under pain of death!?"

Kevin avoided eye-contact. "Devlin knows the rules."

That. Right there. Shit like that was the reason why Gwendolyn had to put him away for good. Not just send him to the Null Void again, he always seemed to escape to easily and to quickly. But remove him from the world entirely. Lock him in a magical prison he could not escape. More than ever, Gwendolyn was determined to finish his prison. For Devlin's sake. So long as Kevin was around, Devlin would never truly be free of his criminal background. No one leaves the Lock.

"I have to go." Gwendolyn announced. She turned from him and walked away.

…


	20. Relationship Theater

Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Twenty: Relationship Theater

Her latest rendezvous with Kevin went better than Gwendolyn would have ever expected.

She honestly didn't think Kevin would ever feel comfortable enough with her to consent sex in his monster form. For all of the power it gave him, he was disproportionately self-conscious about it and probably feared she would trick him into transforming just so she could tear down his deceptively fragile self-esteem. They were still technically supposed to be enemies, after all. For that reason, it was a true testament to just how much Kevin must trust her now, that he was willing to transform for her. So that Gwendolyn could indulge in her deviant tentacle fetish.

It almost gave her hope.

Hope that he could be rehabilitated. Reformed. Kevin could never be a 'good man'. He had lived to much of his life on the outskirts of society, as a criminal or a lunatic -a villain. But he could mend his ways enough to be 'not a bad guy'. At least, that was what Gwendolyn thought up until the mount he informed her that Devlin was a member of his Lock, and thus subject to the Lock's rules -to Kevin's rules. Most significant of which is that no one can leave the Lock once you're a member. You were 'locked in for life'. The only way out of the Lock was death. One way or another.

Kevin was willing to kill his own son if Devlin tried to leave.

The realization killd any hopes Gwendolyn might have had for Kevin's rehabilitation. There was no rehabilitating a monster evil enough that he was willing to kill how own child.

For that reason alone, Gwendolyn's resolve doubled. To protect Devlin. She would finish Kevin's magical prison and trap him away where he could never escape from. Rid the world of him and rid Devlin of him.

She set up the sigil with Devlin's lock and the Heart Shard pendant to add the newest memories she collected to the spell. Sitting down to monitor the circle, Gwendolyn leaned back and watched.

…

_A teenaged Kevin hung half-way off the narrow bed. He couldn't have been much older than sixteen -seventeen at the most. His hair was shorter and he didn't yet have the trademark X-shaped scar on his chin. _

_"That was amazing!" He muttered, more to the ceiling than to his partner. _

_His partner, a woman that looked to be significantly older than him, sat up enjoying a long drag off a cigaret. She seemed to be much less awed and enthused about the activity they had just preformed. "You can leave the money on the dresser on your way out."_

_Kevin shifted his position on the bed to cuddle up close to her. _

_"I think I'm falling in love with you." He whispered affectionately into her deep red hair. "Kwarrel and I have a ship. I can take you away from this life."_

_"Oh, for fuck's sake!" She pushed the teenaged Osmosian out of bed. "Shit like this is why I don't usually take virgin clients! Look, kid, you're kinda sweet and you got a decent sized cock on you. Once you learn to use it without blowing your load on the first thrust you won't have to pay Heidis like me to polish it for you. You'll have air-headed little pirate bunnies lining up to take a ride on your stick. You don't have to fall in love with the first woman to spread her legs for you. Now put your pants back on, gimme my money and get out."_

_"But I don't want a line of women." Kevin whined back, yes, whined. "I just want one woman that I love!"_

_"Out!" She barked, putting her cigaret out in an ashtray on the bedside table. _

_Kevin rolled out of bed. He might not have had his X scar of his face yet, but the whip lashes from his time in prison were already there and Gwendolyn had to wonder just how young he really was when it was done to him. _

_He began collecting his clothes. Bluejeans, a gray long sleeved shirt, back t-shirt over that, shoes and socks. Fully clothed now, he turned back to the woman on the bed. "I might just be another client to you, but that was really special for me. I just want you to know, it meant more to me than just-"_

_"Oh, for love of crap!" She grabbed a pillow and threw it at him. _

_With a rejected sigh, Kevin opened the door to leave._

_"My money!" The woman reminded him. _

_Reaching into his pocket, Kevin pulled out a wad of bills and left them on the dresser. Then he slipped out, looking disappointed and rejected._

…

Gwendolyn stood from watching the memory play. It figured that Kevin Levin's first real sexual experience would have been bought.

From what she'd seen of him -both when they were children and as adults- he didn't have the social skills to charm a woman into bed. Hell! Gwendolyn wasn't even interested in him until she learned about this tentacles (then again, that was probably due more to the fact that he tried to kill her family on more than one occasion). Of course he would have to pay her. Gwendolyn wondered what the second memory in the Heart Shard would show her.

Kevin said he'd been with four women -including her. Before the spell drew out and played the next one, she would need some popcorn. Kevin's past sexual exploits were better than a telanovella.

…

_This time, instead of a terrestrial bedroom, the scene that began to play looked more like it was on an older model space-freighter. At least, if the metal paneled walls and narrow corridors were anything to go off of. _

_An angry woman with copper-red hair the tips dyed blue stormed past a large, older, gray-skinned, and very confused looking alien that Gwendolyn recognized from a previous flashback. He was Kevin's partner -Kwarrel. Kwarrel wasn't confused for very long, however, as Kevin quickly exited what looked like a ship-born crew quarters. He looked older than in the previous scene. Taller by a bit, with wider shoulders, and longer hair. Now, he had the X-shaped scar on his chin. So he had to be at least twenty-one or older now._

_"Lainie!" He shouted after the pissed off woman. "Lainie, wait! Can we just talk about this?"_

_"There's nothing to talk about." She growled back as she opened a door to another room and started throwing what could only be assumed were personal items into a duffle bag. "You broke one of the rules, Kevin. One of the big rules too. You don't fall for your crew. It divides your attention and is nothing but a distraction on jobs."_

_Kwarrel stood in the narrow corridor between them. Quite literally in the middle of the conversation, and he added, "I'd say a bigger distraction on jobs is when someone's late to pick-up because he had to pull over and try and settle a personal vendetta -getting himself permanently disfigured in the process- and having to have a member of the crew swoop in and save his ass. Just to throw out an example."_

_"Stay out of this Kwarrel!" Kevin snapped and then scratched at the X on his chin. It was then that Gwendolyn notices that it wasn't yet an actual scar but a scab. The wound was still fresh enough to be a scab. So this was right after that fight with Ben. Kevin was exactly twenty-one. He squeezed past Kwarrel in the narrow corridor and grabbed Lainie by the arm. "Okay, look, I'm sorry. I take it back. You're not important to me and I don't love you. There. Is that what you want to hear?"_

_Upon hearing that, Kwarrel heaved an exasperated sigh, deciding it was best to just walk away. "Yup. This'll go well…"_

_Alone now, Kevin forced the woman to look at him. "Would you just talk to me!"_

_"What do you want?" She demanded. _

_"I want you to stay -with me." Kevin admitted, somewhat subdued on that last part. His frustration seemed to deflate quickly and he wasn't making eye contact with her. _

_"That's the problem." Lainnie informed him. "Look, Kevin, this thing with you and Kwarrel was just supposed to be temporary for me. A bit of steady employment between big pay-outs. You always knew I was gonna leave some time. This is your own damn fault for getting attached." _

_"I was hoping your feelings for me would be enough to make you stay." He caressed a lock of her copper-red hair with his fingers. Drawing the strands up to his lips and kissing the blue-dyed tip. _

_She wrenched her arm out of his grip. Finding a rubber band, she pulled her red hair into a messy pony-tail, out of his reach. "That was your mistake. You assumed you'd be more important to me than myself. Look, you're sweet. Awkward, but sweet. But no one is every going to care about you more than they care about themselves. That's just not how this world works. Relationships are temporary. Get used to it and don't get so attached. Keep it casual. You won't get hurt as much."_

_His eyes were on the floor now, contemplating what she said. "Is that all I am to you? Just something casual? A buddy that you fuck every now and again?"_

_"Yes." Lainie said as if this should have been obvious. "I thought that's what I was to you too. At least until you started talking about 'our future'. Ugh!"_

_"What's so wrong with that?" Kevin demanded. "What's so bad about wanting to spend the rest of my life with you? Get married. Maybe have a couple of kids…"_

_Lainie just rolled her eyes as if he'd said the most absurd thing in the world and there were just no words that could be said in reply. You can't talk to crazy and there was nothing crazier than a younger person who wanted a wife and kids. Shit like that was supposed to be reserved for people in their thirties with 'reputable' jobs and stable incomes. She hefted her duffle bag over one shoulder and walked away. "Bye, Kevin."_

…

It was odd, Gwendolyn thought. That a wife and kids were something that Kevin wanted when a few weeks ago he'd told her that he _didn't_ want children and never thought he'd have children.

Then again, Gwendolyn used to think she wanted a husband and children too. Now she knew better. The idea of a traditional nuclear family was just a socially imposed prison. True happiness came from the individual, not from chaining yourself to other people. Then again, that might have been a lesson Kevin had to learn the same way Gwendolyn learned it -the hard way. By siring an unwanted child and entering into a loveless marriage.

Speaking of said loveless marriage, Leeta's flashback should be the last on in the shard. Kevin did say he'd only ever slept with four women and Gwendolyn was number four. She already knew about herself. The only one left was the infamous late wife. Devlin's mother. It was a good thing she'd chosen to do this while the boys were at school. Whatever the memory that was about to play was, Gwendolyn was sure it would be something Devlin wouldn't want to see.

…

_Kevin's right arm was in a cast, so he held Devlin with his left. _

_Devlin was the most adorable little monster Gwendolyn had ever seen. With four arms, one Tetramand, two Vulpimancer, and one Pyronite (currently extinguished). Lepidopterran wings. A Galvanic Mechamorph tail. And mismatched eyes from a Tetramand and a Galvan. _

_It looked like Kevin was in the process of checking both Devlin and his mother out of the hospital. Leeta was a bit older than she was in the last flashback Gwendolyn saw of her. She sat in a wheel chair looking exhausted, impatient, and harassed. Like she just wanted to be anywhere but there. Her wheelchair was being held for her by a Quilcupine, a short porcupine-looking alien, and Gwendolyn was sure that if she weren't held in place, she would have rolled herself away. She certainly looked like she wanted to bolt. _

_"We still don't have a name for him. For our records." The woman at the desk informed Kevin. _

_He hefted the mutant baby in his one good arm and turned around to look at the mother. Silently asking what she wanted to call her child. _

_But the moment Devlin was facing her, Leeta averted her eyes. Looking at the wheel of her chair, the paneled floor of the waiting room, anywhere but at the monstrous bundle in Kevin's arm. "Call it whatever you want."_

_"Him." Kevin corrected. His son was a 'him' not an 'it'. "I guess I can name him after my father…"_

_The Quilcupine holding Leeta's chair looked up at him. "Devin son of Kevin? Please don't give the kid a name that rhymes with yours. He's gonna be made fun of enough as it is."_

_Kevin once again looked at the child's mother for a contribution. _

_Leeta still had nothing to suggest. _

_"You could add a letter to your father's name." Suggested the receptionist. "It'll change the way it sounds so that it won't rhyme with yours but you'll still be honoring your father."_

_That seemed like an acceptable solution to Kevin and he paused for a moment to think. "How about Devlin? Devlin E. Levin."_

_"What's the E gonna stand for?" Asked the Quilcupine. "Ethan's already taken."_

_Another pause on Kevin's part. "Eli. That's a name, right?"_

_"Its Hebrew." Nodded the receptionist. She passed a document to Kevin. "Just sign here and here, and you can take little Devlin Eli home."_

_Kevin tried to shift the bundle in his arm enough to allow him to write, but it just wasn't happening. He turned around again, offering the mutant baby to Leeta. "Can you hold him for me?"_

_She crossed her arms over her chest in an almost protective gesture. "Don't give me that thing! Its finally out of me. I don't want it back!"_

_Refocusing his attention, Kevin looked instead to the Quilcupine and asked, almost pleadingly, "Argit, could you…?"_

_"Of course!" Argit let go of Leeta's wheelchair and came around to take the baby from Kevin. "Hey there, little guy, I'm your Uncle Argit."_

_With an exasperated sigh, Kevin signed the forms and turned to the mother, glaring down at her. He jabbed a finger at the bundle still held by Argit. "That is our son, Leeta. He may not be the cute little baby you imagined, but he's what we got." _

_She glared right back up at him. "That thing might have come out of my body, but he's not my son. He's… I don't know what he is."_

_"He's our son." Kevin insisted. _

_"He's a monster." Leeta looked Kevin directly in the eyes. "Just like his father."_

…

Well, that was that. Gwendolyn saw Kevin's memories of the other three women he'd slept with besides her and she'd put those memories into the padlock she was constructing his prison out of. The only thing to do now was clean up the sigil and put everything away.

Gwendolyn stood.

But before she could actually make it to the center of the sigil, a fourth memory flared to life above the lock. Gwendolyn froze as she gazed at the image of herself, only seen through Kevin's eyes.

_Leaning across his desk and brushing his dark hair out of his face. "Kevin, you are a monster. But it has nothing to do with your alien form. You're just as much of a degenerate bastard in this smokin' hot bod with this handsome face as you are with four arms, wings, and a tail. If anything, that shape is more true to yourself."_

And from Kevin's perspective, she realized that it sounded like she was saying she didn't care what he looked like. She would still feel the same way about him no matter his form. Which was technically true. Kevin would still be a self-centered and degenerate bastard willing to kill his own son for trying to leave the Lock, no matter what he looked like. That was what Gwendolyn thought of him and that opinion wouldn't change even if his shape and appearance did.

But that wasn't what Kevin thought she thought of him. Kevin thought she lied him. Felt affection for him. Appreciated him. Kevin thought she would like and appreciate him no matter his form.

Kevin was falling in love with her.

And the only thing Gwendolyn liked and appreciated about the man were his penis and tentacles.

...


End file.
